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doc1p1i2 doc1p1i0
ANNUAL
 
FINANCIAL
 
REPORT
FOR THE YEAR ENDED
 
31 DECEMBER 2024
According to
 
Article 4 of the Law 3556/2007
 
doc1p2i2 doc1p2i3
Table
 
of Contents
A.
Statements of members of the
 
Board of Directors
B.
Report of the Directors for
 
the year ended 31 December 2024
Attachments to the Report of the
 
Directors
I.
Corporate Governance
 
Statement
II.
Sustainability Statement
C.
Audit Committee Activity Report
D.
Financial Statements for
 
the year ended 31 December 2024
I.
Consolidated Financial Statements of the Company
II.
Financial Statements οf the Company
 
E.
 
Auditor’s reports
I.
Ιndependent Auditor’s Report
II.
Independent Auditor’s Limited Assurance Report on
Sustainability Statement
doc1p1i0
Statements
 
of Members of the Board of Directors
(according to the article 4 par. 2 of the Law 3556/2007)
We declare that to the best of our knowledge:
 
the annual
 
financial statements
 
for the
 
fiscal year
 
ended 31
 
December
 
2024, which
 
have
been prepared in accordance with the applicable set of accounting standards, honestly and
accurately reflect
 
the assets
 
and liabilities,
 
the equity
 
and the
 
annual results
 
of operations
of Eurobank Ergasias Services and Holdings S.A., as well
 
as the companies included in the
consolidation considered as a whole, and
 
the report of
 
the Board of
 
Directors fairly reflects
 
the development
 
and performance
 
of the
business and the position of Eurobank Ergasias Services and Holdings
 
S.A., as well as the
companies included in the consolidation considered
 
as a whole, along with a description
 
of
the
 
main
 
risks
 
and
 
uncertainties
 
they
 
face.
 
The
 
sustainability
 
statement
 
attached
 
to
 
the
report
 
of
 
the
 
Board
 
of
 
Directors
 
has
 
been
 
prepared
 
in
 
accordance
 
with
 
the
 
sustainability
reporting standards referred to in Article 154A of
 
Law 4548/2018 and with the specifications
approved pursuant to paragraph 4 of Article 8
 
of Regulation (EU) 2020/852 of the European
Parliament
 
and
 
of
 
the
 
Council
 
of
 
18
 
June
 
2020,
 
establishing
 
a
 
framework
 
to
 
facilitate
sustainable investments and amending Regulation (EU)
 
2019/2088.
Athens, 7 March 2025
Georgios P.
 
Zanias
I.D. No AI – 414343
CHAIRMAN
 
OF THE BOARD OF
 
DIRECTORS
Fokion C. Karavias
I.D. No ΑΙ - 677962
CHIEF EXECUTIVE
OFFICER
Stavros E. Ioannou
 
I.D. No A - 00546500
DEPUTY
 
CHIEF EXECUTIVE
OFFICER
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
1
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bn = billion
The directors present
 
their report together
 
with the financial statements for
 
the year ended 31 December
 
2024.
General information
Eurobank Ergasias Services and Holdings S.A. (the Company or Eurobank Holdings) is a holding company
 
listed on the Athens
Exchange, owning 100% of the share capital of Eurobank S.A. (the Bank). Eurobank Holdings and its subsidiaries form a group
(Group),
 
consisting
 
mainly
 
of
 
Eurobank
 
S.A.
 
group,
 
that
 
being
 
the
 
Bank
 
and
 
its
 
subsidiaries.
 
The
 
Company’s
 
operations
principally relate
 
to the
 
strategic
 
planning of
 
the
 
non-performing
 
loans management
 
and the
 
provision
 
of services
 
to the
Group entities and third parties.
Financial Results Review and Outlook
In 2024, despite the challenging international environment,
 
the macroeconomic backdrop
 
was supportive in Greece and the
other
 
countries of
 
substantial presence.
 
The
 
Group,
 
following
 
the
 
full consolidation
 
of Cyprus’
 
Hellenic Bank
 
from
 
the
 
third
quarter of 2024, grew the size of its balance sheet,
 
expanded further its business and continued its solid performance
 
across
most
 
areas.
 
It
 
enhanced
 
its core
 
profitability,
 
maintained
 
its
 
resilient
 
capital
 
position
 
and
 
asset
 
quality,
 
strengthened
 
its
liquidity, rewarded
 
its shareholders and contributed to the
 
economies and the society.
As at 31 December 2024 total assets
 
increased by €21.4bn to €101.2bn (Dec.
 
2023: €79.8bn), of which €18bn related to Hellenic
Bank
 
group,
 
with
 
gross
 
customer
 
loans
 
amounting
 
to
 
€52.3bn
 
(Dec.
 
2023:
 
€42.8bn)
 
and
 
investment
 
securities
 
reaching
€22.2bn (Dec. 2023: €14.7bn). Out of the total loan portfolio, €30.5bn has been originated from Greek operations
 
(Dec. 2023:
€28.1bn),
 
€17.4bn
 
from
 
international
 
operations
 
(Dec. 2023:
 
€10.3bn), of
 
which €5.8bn
 
related
 
to Hellenic
 
Bank and
 
€4.4bn
refer
 
to
 
notes
 
from
 
securitizations
 
of
 
loans
 
originated
 
by
 
the
 
Group
 
(Dec.
 
2023:
 
€4.5bn).
 
Business
 
(wholesale
 
and
 
small
business) loans stood at €30.9bn
 
(Dec. 2023: €25bn) and accounted for 59% of total Group
 
loans, while loans to households
reached €17bn (Dec. 2023: €13.4bn), of which 73% is the mortgage portfolio and the
 
rest are consumer loans. Group deposits,
reached
 
€78.6bn
 
(Dec. 2023:
 
€57.4bn)
 
with
 
those
 
from
 
Greek
 
operations
 
amounting
 
to
 
€43.3bn (Dec.
 
2023: €40bn),
 
while
international operations
 
contributed with €35.3bn of which €15.7bn related to Hellenic
 
Bank (Dec. 2023: €17.5bn).
 
As a result,
the (net) loan–to–deposit (L/D) ratio stood at 64.8% for the Group (Dec. 2023: 72.3%)
 
and at 77.8% for Greek operations (Dec.
2023: 78.3%). In December 2024, the Group fully repaid its secured borrowing
 
under the TLTRO
 
III refinancing program of the
European Central Bank (ECB) (Dec. 2023: €3.8bn). During the year,
 
as part of its medium-term strategy to meet the Minimum
Requirements for
 
Eligible Own Funds
 
and Eligible Liabilities
 
(MREL), the
 
Group proceeded
 
with the
 
issue of €2.3bn in
 
senior
preferred
 
notes and €0.3bn in
 
Tier II
 
notes, thereby
 
increasing its total
 
debt securities in issue
 
to €7.1bn
 
(31 December
 
2023:
€4.8bn).
 
In
 
early
 
2025,
 
the
 
Company
 
completed
 
the
 
issuance
 
of
 
€0.6bn
 
Tier
 
II
 
notes
 
including
 
the
 
issued
 
notes
 
of
 
€189m
offered for
 
exchange for the Hellenic Bank’s outstanding Tier 2 notes, while the Bank completed an issuance of €350m senior
preferred
 
notes through a private placement
 
(notes 4 and 34 of the consolidated
 
financial statements). The
 
Group Liquidity
Coverage
 
ratio (LCR)
 
increased to 188.2% (31 December 2023: 178.6%).
Pre-provision
 
Income (PPI) amounted to
 
€2,242m or €2,170m
 
excluding a) the €99m
 
gain arising from
 
the acquisition
 
of the
additional
 
shareholding
 
in
 
Hellenic
 
Bank
 
in
 
June
 
2024
 
and
 
b)
 
the
 
€27m
 
estimated
 
cost
 
for
 
contribution
 
to
 
the
 
school
renovations
 
program
 
(2023: €1,999m
 
or €1,902m
 
excluding the
 
€111m gain
 
on investment
 
in Hellenic
 
Bank (Cyprus)
 
and the
€14m contribution
 
to restoration
 
initiatives
 
after natural
 
disasters). The
 
core pre-provision
 
income (Core
 
PPI) increased
 
by
15.7% year-on-year (or 3.8% excluding €217m related to Hellenic
 
Bank) to €2,074m or
 
€2,101m excluding the €27m contribution
as above
 
(2023: €1,802m or
 
€1,816m excluding the
 
€14m contribution as
 
above).
 
Net interest
 
income (NII)
 
grew by
 
15.3% (or
1.8%
 
excluding
 
€295m
 
related
 
to
 
Hellenic
 
Bank)
 
to
 
€2,507m
 
(2023:
 
€2,174m),
 
primarily
 
attributable
 
to
 
the
 
Hellenic
 
Bank
consolidation,
 
the
 
higher
 
average
 
interest
 
rates,
 
the
 
loan growth
 
and
 
the
 
increased
 
positions
 
in investment
 
bonds
 
partly
offset by higher debt issued and deposits
 
cost. Net interest margin (NIM) stood
 
at 2.73% (2023: 2.75%) with
 
the fourth quarter
reaching
 
2.70%. Fees
 
and commissions
 
expanded
 
by
 
22.4%
 
(or 13.5%
 
excluding €48m
 
related
 
to Hellenic
 
Bank) to
 
€666m
(2023: €544m), of which
 
banking fees and commissions by 25.5% (or
 
16.5% excluding €40m related to
 
Hellenic Bank) to €561m
(2023: €447m),
 
mainly due
 
to the
 
increased fees
 
from
 
network
 
operations,
 
lending activities
 
and asset
 
management.
 
Fees
and commission over
 
assets accounted for
 
73bps (2023: 69bps). Operating
 
expenses increased by
 
18.8% (or 4.8% excluding
the €127m
 
expenses from
 
Hellenic Bank)
 
to €1,071m excluding
 
the €27m
 
contribution as
 
above (2023:
 
€902m, excluding the
€14m contribution
 
as above)
 
due to
 
the
 
higher
 
staff costs,
 
the
 
inflationary
 
pressures
 
and the
 
higher
 
IT investments,
 
partly
offset by
 
lower
 
contributions to
 
resolution
 
and deposit guarantee
 
funds. Costs
 
from international
 
operations
 
amounted to
€408m (2023: €258m), while in Greece increased by 3% to €663m
 
(2023: €644m). The cost to income (C/I) ratio for the Group
reached
 
33%, excluding
 
the
 
€99m gain
 
and the
 
€27m contribution,
 
as mentioned
 
above
 
(2023: 32.2%, excluding
 
the
 
€111m
gain and
 
the
 
€14m
 
contribution
 
as above),
 
while
 
the
 
international
 
operations
 
C/I
 
ratio
 
stood
 
at
 
32.4%
 
(2023:
 
33.1%).
 
The
respective cost to core income
ratio for
 
the Group stood at
 
33.8% (2023: 33.2%).
Trading and other
 
activities recorded net income of €168m (2023:
 
€196m net income) of which a) €84m trading gains mainly
attributable to fair value changes of derivatives used to hedge
 
dynamically the interest rate
 
risk of fixed rate loan portfolios
and non-maturing deposits, including realized
 
gains/losses from the
 
derivatives’ terminations
 
(macro hedging)
 
(2023: €86m
gain), b) €13m gains on sale of
 
investment bonds at
 
FVOCI net
 
of hedging (2023: €57m
 
gain) and c) €61m net other
 
income,
including the €99m
 
gain on the
 
additional investment
 
of Hellenic Bank, as mentioned
 
above (2023: €68m
 
income, including
the €111m gain on investment
 
in Hellenic Bank) (notes 9 and 10 to the consolidated financial
 
statements).
During
 
the
 
year,
 
the
 
Group’s
 
NPE
 
formation
 
was
 
positive
 
by
 
€222m
 
(fourth
 
quarter
 
2024:
 
€47m
 
positive),
 
(2023:
 
€138m
positive).
 
In total,
 
the
 
Group’s
 
NPE stock
 
stood at
 
€1.5bn, excluding
 
the
 
€0.2bn NPE
 
of Hellenic
 
Bank covered
 
by the
 
Asset
1
 
Definitions of the selected financial ratios and the source of the financial data are provided in the
 
Appendix.
2
 
Total operating
 
expenses divided by total core income.
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
2
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Page
 
€ = Euro
 
m = million
 
bn = billion
Protection
 
Scheme
 
(APS)
 
(31
 
December
 
2023:
 
€1.5bn)
 
driving
 
the
 
NPE
 
ratio
 
to
 
2.9%
 
(31
 
December
 
2023:
 
3.5%).
 
The
 
loan
provisions
 
(charge),
 
excluding the
 
€16m impairment
 
release
 
related
 
to project
 
Leon, reached
 
€319m and
 
corresponded
 
to
0.69%
 
of
 
average
 
net
 
loans
 
(2023:
 
€412m
 
or
 
€345m,
 
excluding
 
the
 
loss
 
recorded
 
for
 
projects
 
‘Leon’
 
and
 
‘Solar’
 
which
corresponded to
 
0.85% of average
 
net loans), while
 
the NPE
 
coverage
 
ratio improved
 
to 88.4% (31
 
December 2023: 86.4%).
As a result, “net” NPEs amounted to €177m (31 December 2023: €206m).
Furthermore,
 
the Group
 
recognized in 2024
 
other
 
impairments, risk provisions
 
and restructuring
 
costs amounting to €228m
(2023: €133m), of which a) €161m cost for
 
Voluntary Exit Schemes
 
(VES) and related expenses mainly referring
 
to the scheme
that was
 
launched in
 
February
 
2024 for
 
eligible units
 
in Greece,
 
b) €19m
 
impairment on
 
computer hardware
 
and software
(notes 26 and 28 to the consolidated financial statements),
 
c) €21m impairment on real estate properties,
 
including the €9m
remeasurement
 
loss upon
 
classification
 
of the
 
subsidiary IMO
 
Property
 
Investments
 
Bucuresti
 
S.A. as
 
held
 
for
 
sale, and
 
d)
€12m impairment
 
losses on
 
investment
 
bonds (note
 
12 to
 
the
 
consolidated financial
 
statements).
 
Moreover,
 
it recorded
 
an
additional provision
 
of € 10m (€7.1m
 
net of tax) in relation
 
to the sale
 
of a Bank’s former
 
subsidiary, previously
 
presented as
a
 
discontinued
 
operation,
 
based
 
on
 
specific
 
indemnity
 
clauses
 
in
 
the
 
relevant
 
Sale
 
Purchase
 
Agreement
 
(note
 
30
 
to
 
the
consolidated financial statements).
 
The Group’s
 
share of associates/JVs results
 
amounted to €161m income, of which €133m
income represents
 
the share
 
of results
 
of Hellenic Bank
 
group which
 
was accounted
 
for as
 
an associate
 
until 30 June
 
2024
(note 24
 
to the
 
consolidated
 
financial statements).
 
In accordance
 
with the
 
Pillar Two
 
legislation,
 
effective
 
as of
 
1 January
2024, the
 
Group has recognized
 
a current
 
tax expense of €21.6m
 
related to the
 
top up tax applicable
 
on the profits
 
earned
for its operations
 
in Bulgaria and Cyprus (note 13 to the consolidated
 
financial statements).
Profit or Loss
Overall,
 
in
 
2024,
 
the
 
profit
 
attributable
 
to
 
shareholders
 
amounted
 
to
 
€1,448m
 
(2023:
 
€1,140m
 
profit),
 
as
 
set
 
out
 
in
 
the
consolidated income statement. The adjusted net profit, excluding a) the €121m restructuring costs (after tax), mainly related
to VES, b) the
 
€99.5m
 
gain arising from
 
the acquisition
 
of the
 
additional 26.28% shareholding
 
of Hellenic Bank as
 
above, c)
the €19m
 
Bank’s contribution
 
(after tax)
 
for
 
the Greek
 
State’s school
 
renovations
 
program,
 
d) the
 
€11m impairment
 
release
(after tax) relating
 
to the project
 
“Leon” and e) the
 
€7m net loss from
 
discontinued operations,
 
amounted to €1,484m (2023:
€1,256m). The
 
contribution of
 
international operations
 
to the
 
adjusted net profit
 
amounted to €709m
 
(2023: €468m profit),
including €275m net profit related to Hellenic
 
Bank group, which has been fully consolidated from
 
the third quarter
 
of 2024.
Based
 
on
 
the
 
Group’s
 
profits
 
for
 
2024,
 
the
 
Basic
 
Earnings
 
per
 
Share
 
(EPS)
 
reached
 
€0.40
 
(2023:
 
€0.31)
 
and
 
the
 
Return
(adjusted profit) on Tangible
 
Book Value (RoTBV)
 
amounted to 18.5% (2023: 18.1%).
Going forward, the Group pursues its
 
key financial objectives outlined in
 
the business plan for the period 2025-2027, including
a) maintaining a sustainable 15% RoTBV in a
 
lower interest rates environment,
 
following a substantial increase of equity, and
b)
 
generating
 
sufficient
 
organic
 
capital
 
to
 
support
 
business
 
growth,
 
maintain
 
capital
 
buffers,
 
reward
 
shareholders
 
by
increasing the dividend payout ratio from 30% in
 
2024 to
 
50%, subject to
 
regulatory approval, over the next years and finance
strategic initiatives,
 
mainly through the
 
following initiatives
 
and actions:
a)
Maintain
 
high
 
NII
 
mainly
 
driven
 
by
 
the
 
organic
 
loan
 
growth
 
in
 
all
 
three
 
core
 
markets
 
and
 
across
 
segments
(households
 
and
 
business)
 
and
 
the
 
increase
 
in bond
 
positions,
 
which
 
may
 
offset
 
the
 
pressures
 
from
 
the
 
ongoing
decrease in ECB rates,
 
the increasing
 
competition for
 
good quality corporate
 
customers, and the
 
issuance of MREL
eligible senior and Tier II notes,
b)
Strengthening core
 
markets presence
 
and increasing earnings and volumes
 
contribution by international
 
activities,
which will
 
be further
 
enhanced by
 
the
 
full consolidation
 
of Hellenic
 
Bank in
 
Cyprus for
 
the
 
full year
 
from
 
2025 (six
months in 2024) and its planned merger with Eurobank Cyprus (subject to customary approvals) which will allow the
synergies realization
 
over the
 
next years,
c)
Growth
 
of fee
 
and commission
 
income in
 
a number
 
of fee
 
business segments
 
such as
 
new lending,
 
network, asset
management, bancassurance
 
and wealth management activities,
d)
Initiatives
 
for
 
pursuing further
 
operating
 
efficiency,
 
cost containment
 
of “run
 
the
 
bank” activities,
 
and proceeding
with further simplification and digitalization in
 
Greece and abroad, maintaining
 
the annual increase of
 
the operating
expenses
 
at
 
a
 
mid-single
 
digit
 
%,
 
considering
 
the
 
higher
 
staff
 
costs
 
including
 
the
 
talent
 
retention
 
cost,
 
the
inflationary pressures, and the
 
“grow the bank” needs
 
including higher IT investments,
e)
Maintaining low NPE ratios in
 
all core markets in which the
 
Group has a presence, which
 
may be challenged mainly
by the high interest rates
 
burden on households’ disposable income
 
and corporate profit margins,
f)
Major transformation
 
initiatives introduced
 
in the context of the Group’s
 
transformation
 
plan “Eurobank 2030”,
g)
Support the
 
green transition
 
and financial inclusion
 
through the
 
further
 
implementation of
 
the Environment,
 
Social
and Governance (ESG) criteria
 
in all Group’s activities and processes.
The
 
geopolitical and
 
macroeconomic
 
risks, including
 
the
 
sustained -
 
albeit easing
 
- inflationary
 
pressures,
 
set a
 
number of
challenges
 
to
 
the
 
achievement
 
of
 
the
 
Group’s
 
2025-2027
 
Business
 
Plan,
 
mainly
 
related
 
with
 
growth
 
potential,
 
lending
margins,
 
deposit
 
rates,
 
asset
 
quality
 
and operating
 
cost.
 
The
 
headwinds
 
coming
 
from
 
the
 
geopolitical
 
upheaval
 
and
 
the
macroeconomic environment
 
are likely to be mitigated by:
a)
The efficient mobilization
 
of the EU funding, mainly through
 
the Recovery
 
and Resilience Facility (RRF),
b)
The substantial pipeline of new
 
investments,
c)
The decrease of the
 
unemployment rate
 
in 2025 at single digit levels in Greece,
 
close to historical lows,
d)
The positive developments
 
in the tourism sector and the strong
 
investment inflows,
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
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e)
The upgrade of the Greek sovereign to investment grade by four out
 
of the five Eurosystem-approved External Credit
Assessment Institutions,
f)
The growth
 
of GDP in our core markets at levels
 
higher that EU average.
(see also further information
 
in the section “Macroeconomic
 
Outlook and Risks”)
Capital adequacy
As
 
at
 
31
 
December
 
2024,
 
the
 
Group’s
 
Total
 
Regulatory
 
Capital
 
amounted
 
to
 
€9.8bn
 
(31
 
December
 
2023:
 
€8.4bn)
 
and
accounted for
 
19.5%
 
(total CAD)
 
of Risk
 
Weighted
 
Assets (RWA)
 
(Dec. 2023:
 
19.4%),
 
compared to
 
the
 
CAD Overall
 
Capital
Requirements (OCR)
 
ratio of 15.16%.
 
Respectively, the
 
Common Equity Tier 1 (CET1) stood at 16.8% of RWA (Dec. 2023: 16.9%)
compared to the
 
CET1 OCR ratio
 
of 10.41% or
 
12.45%, including the
 
Additional Tier
 
1 (AT1)
 
capital shortfall.
 
Pro-forma
 
for the
accrual
 
for
 
dividend
 
distribution
 
from
 
financial
 
year
 
2024
 
profits
 
(subject
 
to
 
regulatory
 
approval),
 
the
 
completion
 
of
 
the
project “Solar”, as well as
 
the confirmation by ECB of
 
the significant risk transfer (SRT) recognition for the “Leon” loan portfolio
and a new synthetic securitization
 
(project “Wave
 
VI”) (note 20 of the consolidated financial
 
statements), the total
 
CAD and
CET1 ratios would be
 
18.5% and 15.7% respectively.
As at 31 December
 
2024, the
 
Bank’s MREL ratio
 
at consolidated
 
level stands
 
at 28.22% of RWAs
 
(Dec. 2023: 24.91%),
 
higher
than the interim non-binding MREL target of 25.62%,
 
which is applicable from January 2025. Pro
 
-forma with the completion
of the
 
project
 
“Solar”,
 
projects
 
“Leon”
 
and “Wave
 
VI”, the
 
accrual for
 
dividend distribution
 
from
 
financial year
 
2024 profits
(subject
 
to regulatory
 
approval)
 
and for
 
the
 
new
 
issuances
 
of the
 
Company and
 
the
 
Bank in
 
early
 
2025
 
(see
 
above),
 
the
Bank’s MREL ratio at consolidated
 
level stands at 29.37%
 
(note 4 to the consolidated financial statements).
Project “Wave”
In the
 
context of the
 
Group’s
 
initiatives for
 
the optimization
 
of its regulatory
 
capital, in July
 
2024 the
 
Bank proceeded
 
with
the execution of another
 
synthetic risk transfer
 
transaction (project “Wave
 
V”) in the form of a financial guarantee, providing
credit protection
 
over the
 
mezzanine loss of
 
a portfolio
 
of performing
 
SME and Large Corporate
 
loans amounting to €1.1bn,
which resulted in a capital benefit of
 
25 bps to Eurobank Holdings Group’s CAD ratio. In addition, in December 2024, another
synthetic risk transfer transaction
 
was executed (project “Wave VI”), in the form of credit linked notes (“CLN”), where the Bank
issued a
 
CLN of
 
€80m that
 
provides
 
credit protection
 
over
 
the mezzanine
 
loss of a
 
portfolio
 
of performing
 
SME and
 
Large
Corporate loans amounting to €1.1bn. The Wave
 
VI transaction is expected to contribute 18bps
 
to Eurobank Holdings Group’s
CET1 ratio.
Pursuant to the Regulation (EU) No 575/2013
 
(CRR), the deferred tax assets (DTAs) that rely on future profitability and exceed
certain limits
 
shall be
 
deducted in the
 
calculation
 
of the
 
CET1 capital.
 
This deduction
 
should be
 
applied gradually
 
by 2025.
The enactment of the article 27A of Law
 
4172/2013, as in force, provided for the Greek credit institutions that the eligible DTAs
are accounted on a) the losses from the Private Sector Involvement
 
(PSI) and the Greek State Debt Buyback Program and b)
on the
 
sum of (i)
 
the unamortized
 
part of the
 
crystallized loan losses
 
from write-offs
 
and disposals, (ii)
 
the accounting
 
debt
write-offs and (iii) the remaining accumulated provisions and other losses in general due to credit risk recorded up to
 
30 June
2015 and can
 
be converted
 
into directly
 
enforceable
 
claims (tax credits)
 
against the
 
Greek State,
 
provided that
 
the Bank’s
after tax accounting
 
result for
 
the period
 
is a loss.
 
This legislative
 
provision
 
enabled the
 
Greek credit
 
institutions, including
the
 
Bank, not
 
to deduct
 
the
 
eligible DTAs
 
from
 
CET1 capital
 
but recognise
 
them
 
as a
 
100% weighted
 
asset, with
 
a positive
effect on the
 
capital position.
A potential
 
change in
 
the
 
regulatory
 
treatment
 
of eligible
 
DTAs
 
as tax
 
credits
 
may have
 
an adverse
 
effect
 
in the
 
Group’s
capital position.
As
 
at
 
31
 
December
 
2024,
 
the
 
Bank’s
 
eligible
 
DTAs
 
for
 
conversion
 
to
 
tax
 
credits
 
(DTC)
 
amounted
 
to
 
€3,022m
 
(Dec.2023:
€3,212m), standing at 36% of CET 1 capital as of 31 December 2024 (note 4 and 13 to the consolidated
 
financial statements).
In line with the
 
Bank's initiative
 
to enhance the
 
quality of its regulatory
 
capital, the
 
amortisation of DTC
 
will be accelerated
for regulatory purposes starting from
 
2025, aiming at its elimination by 2033.
2024 Cyber Resilience Stress Test
During the first half of
 
2024 ECB conducted a
 
cyber resilience stress test on 109 directly supervised banks,
 
including Eurobank.
The
 
aim of
 
the
 
exercise
 
was to
 
assess how
 
banks respond
 
to and
 
recover
 
from
 
a cyberattack,
 
rather
 
than
 
their
 
ability to
prevent
 
it.
 
In
 
particular,
 
under
 
the
 
stress
 
test
 
scenario,
 
the
 
cyberattack
 
succeeds
 
in
 
disrupting
 
banks’
 
daily
 
business
operations. Banks then
 
tested their response and recovery
 
measures, including the activation
 
of emergency procedures
 
and
contingency plans and the restoration
 
of normal operations. ECB assessed the
 
extent to which banks can cope under such a
scenario.
This
 
stress
 
test exercise
 
does not
 
have
 
an impact
 
on capital
 
through
 
the
 
Pillar 2
 
guidance
 
(P2G), which
 
is a
 
bank-specific
capital
 
recommendation
 
on
 
top
 
of
 
the
 
binding
 
capital
 
requirements.
 
The
 
results
 
of
 
the
 
exercise
 
feeds
 
into
 
the
 
2024
Supervisory
 
Review
 
and
 
Evaluation
 
Process
 
(SREP)
 
performed
 
by
 
the
 
ECB.
 
Overall,
 
Eurobank
 
demonstrated
 
a
 
very
 
good
performance in the
 
exercise.
3
The ‘Overall
 
capital requirement (OCR) is the sum of the total SREP capital requirement (TSCR) and the combined buffer requirement
 
(CBR).
 
 
 
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2025 EU - wide stress test
The EU-wide
 
stress test exercise
 
is carried
 
out on a sample of banks
 
covering broadly
 
75% of the
 
banking sector in the
 
euro
area, each non-euro area EU Member
 
State and Norway, as expressed in terms of total
 
consolidated assets as of end 2023.
To be included in the
 
sample, banks have to have a minimum of EUR 30 bn total assets.
As per the 2025 EU-Wide Stress Test
 
Methodological Note (published on 11 November
 
2024, footnote 92), Eurobank
 
Ergasias
Services
 
and
 
Holdings
 
S.A.
 
has
 
been
 
excluded
 
from
 
the
 
sample
 
of
 
the
 
EU-wide
 
stress
 
test
 
exercise
 
because
 
of
 
a
 
major
acquisition (Hellenic Bank).
Initiation of the merger
 
process between
 
Eurobank Ergasias
 
Services and Holdings S.A. and Eurobank
 
S.A
On 18 December 2024, the Board of Directors of Eurobank Holdings
 
decided the initiation of the merger
 
process of Eurobank
Holdings with
 
the
 
Bank through
 
absorption of
 
the
 
former
 
by the
 
latter,
 
in order
 
that operational
 
efficiencies
 
and a
 
leaner
group structure
 
be achieved.
 
The merger
 
is not expected
 
to have
 
any material
 
effect
 
on the
 
Group’s
 
financial position
 
and
will be completed subject to all necessary by Law approvals
 
(note 23.3 to the consolidated financial statements).
International Operations
The Group has a significant presence in three countries apart from Greece. In
 
Cyprus, Eurobank Cyprus Ltd (Eurobank Cyprus)
and Hellenic
 
Bank Public
 
Company Ltd (Hellenic
 
Bank) (see
 
below) operate
 
in total
 
a network
 
of 71
 
branches,
 
business and
private banking centres. Specifically, Eurobank Cyprus has five main pillars of business namely, Wealth
 
& Asset Management,
Corporate &
 
Investment Banking,
 
International Business
 
Banking, Affluent Banking
 
and Global Markets,
 
while Hellenic Bank
group provides a wide range of banking and financial services, which include financing, investment, insurance, custodian and
factoring
 
services.
 
In
 
Luxembourg,
 
Eurobank
 
Private
 
Bank
 
Luxembourg
 
S.A.
 
in
 
parallel
 
to
 
its
 
operations
 
in
 
Luxembourg,
operates
 
a branch
 
in London
 
and in
 
Athens,
 
and offers
 
products
 
and services
 
in Private
 
Banking, Wealth
 
Management
 
&
Investment Fund Services, as well
 
as selected Corporate Banking services. In Bulgaria, Eurobank
 
Bulgaria AD (Postbank), is a
fully fledged multi
 
service bank,
 
holding strong
 
positions in retail
 
and wholesale banking,
 
offering
 
a wide range
 
of products
and services, through a network
 
of 200 branches and business centres.
The Company’s subsidiaries operate
 
with transparency,
 
build credibility, and apply modern corporate
 
governance practices.
A customer centric approach has been
 
adopted and they are constantly
 
evolving and adapting to a
 
demanding environment
and aiming at a sustainable development.
International
 
activities
 
are
 
on
 
a
 
Transformation
 
orbit
 
for
 
advancing
 
the
 
technological
 
capabilities
 
with
 
state-of-the-art
systems and implementation
 
of cutting-edge digital services,
 
aiming to meet the
 
demanding needs of our clients
 
and excel
customer experience.
International activities are a core
 
competitive advantage for the Group, with significant
 
contribution to its
 
results. Their vision
and strategy
 
ensure
 
responsiveness
 
to challenges,
 
growth
 
and profitability
 
while
 
promoting
 
sustainable
 
prosperity
 
in the
local communities, creating value for their
 
clients, employees, shareholders,
 
and the society at large. Furthermore,
 
the Group
is reviewing the
 
potential of expanding to new markets, aiming to boost business
 
growth via attracting
 
new clients.
Hellenic Bank Public Company Ltd, Cyprus (“Hellenic Bank”)
Hellenic
 
Bank Public
 
Company Ltd
 
(“Hellenic
 
Bank”) a
 
financial
 
institution
 
based
 
in Cyprus
 
and listed
 
in the
 
Cyprus
 
Stock
Exchange was accounted for as a Group’s associate under the
 
equity method from April 2023 until 30 June 2024 (note 24 to
the
 
consolidated
 
financial
 
statements).
 
As
 
a result
 
of the
 
agreements
 
the
 
Bank
 
had entered
 
into with
 
certain
 
of Hellenic
Bank’s
 
shareholders
 
since
 
August
 
2023,
 
on
 
4
 
June
 
2024,
 
the
 
Bank
 
announced
 
that,
 
following
 
the
 
receipt
 
of
 
the
 
relevant
regulatory
 
approvals,
 
acquired
 
an additional
 
26.1%
 
holding
 
in Hellenic
 
Bank (“Transaction”)
 
for
 
a total
 
consideration
 
of €
275.7m.
 
Following
 
the
 
aforementioned
 
Transaction,
 
pursuant to
 
the
 
Takeover
 
Bids Law
 
of 2007
 
of the
 
Republic of
 
Cyprus,
L.41(I)/2007 as amended
 
(“Law”), the
 
Bank also announced
 
the submission
 
of a Mandatory
 
Takeover
 
Bid (“Takeover
 
Bid”) to
all
 
shareholders
 
of
 
Hellenic
 
Bank
 
for
 
the
 
acquisition
 
of
 
up
 
to
 
100%
 
of
 
the
 
issued
 
share
 
capital
 
of
 
Hellenic
 
Bank.
 
The
consideration
 
offered
 
by the Bank was €2.56
 
per share, paid in cash
 
to all the shareholders
 
who would accept the
 
Takeover
Bid during the period
 
from 1 July until 30 July 2024.
 
Furthermore, within
 
June 2024 the
 
Bank proceeded with
 
the acquisition
of an additional 0.18% holding in Hellenic
 
Bank, for a total
 
consideration of € 2m, i.e at
 
a price of €
 
2.56 per share. Accordingly,
as of 30 June 2024 the Bank’s participation percentage
 
in Hellenic Bank reached 55.48%.
Despite being the
 
holder of
 
over
 
50% of Hellenic
 
Bank’s shares, until
 
the expiration
 
of the
 
Takeover
 
Bid acceptance
 
period,
and pursuant to the Law, Eurobank
 
as the offeror,
 
its nominees and persons acting in concert with it could not be appointed
to the
 
Board
 
of Directors
 
of Hellenic
 
Bank, nor
 
they
 
could exercise,
 
or procure
 
the
 
exercise
 
of,
 
the
 
votes
 
attaching to
 
any
shares they held in Hellenic Bank. In addition, during the
 
period when they
 
became aware that a bid was imminent and until
expiration
 
of
 
the
 
Takeover
 
Bid
 
acceptance
 
period,
 
the
 
Board
 
of
 
Directors
 
of
 
Hellenic
 
Bank
 
could
 
not
 
without
 
prior
authorization
 
of the
 
general
 
meeting of
 
shareholders,
 
take any
 
action which
 
could result
 
in the
 
frustration
 
of the
 
Takeover
Bid.
On 30 July
 
2024, the
 
acceptance period
 
for the
 
Takeover
 
Bid expired, therefore
 
the restrictions
 
imposed by the
 
Law on the
Bank’s ability to exercise
 
its voting rights
 
no longer applied,
 
and Eurobank
 
since then
 
has been able
 
to exercise
 
its rights in
full. Based on the above and considering the relevant provisions of the Cyprus’ legal framework including the Companies Law
Cap. 113, and Hellenic Bank’s articles of association in relation to the
 
exercise of shareholders’
 
rights, including the timing for
convening a general
 
meeting of the shareholders,
 
it was assessed that the Group acquired
 
control over
 
Hellenic Bank group
within July. Accordingly,
 
Hellenic Bank and its
 
subsidiaries were included in the Company’s consolidated financial statements
from the
 
beginning of
 
the
 
third quarter
 
of 2024
 
using the
 
most recent
 
available published
 
information.
 
On 7
 
August 2024,
 
 
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the Bank
 
announced that
 
after the
 
final review
 
of the
 
Acceptance and
 
Transfer
 
Forms, the
 
total percentage
 
of acceptance
of the
 
Takeover
 
Bid reached
 
0.481%,
 
giving Eurobank
 
total participation
 
of 55.962%
 
in the
 
issued share
 
capital of
 
Hellenic
Bank.
Furthermore,
 
in
 
November
 
2024,
 
the
 
Bank
 
announced
 
that
 
it
 
has
 
entered
 
into
 
share
 
purchase
 
agreements
 
with
 
certain
shareholders
 
of the
 
Hellenic Bank,
 
pursuant to
 
which, it
 
has agreed
 
to acquire
 
an additional
 
total holding
 
of 37.51%
 
in the
entity
 
for
 
a
 
total
 
consideration
 
of
 
ca.
 
 
750m,
 
corresponding
 
to
 
 
4.843
 
per
 
share.
 
As
 
of
 
31
 
December
 
2024,
 
the
 
above
transactions
 
were
 
subject
 
to
 
regulatory
 
approvals
 
and
 
upon
 
their
 
completion,
 
Eurobank’s
 
total
 
holding
 
in
 
Hellenic
 
Bank
reaches 93.47%.
Moreover,
 
in accordance
 
with
 
the
 
provisions
 
of the
 
Takeover
 
Bids Law
 
of 2007
 
in Cyprus
 
(“Law”),
 
the
 
Bank, following
 
the
completion
 
of
 
the
 
above-mentioned
 
transactions
 
has
 
the
 
obligation
 
to
 
proceed
 
to
 
a
 
tender
 
offer
 
for
 
the
 
remaining
outstanding shares
 
of Hellenic Bank
 
for at
 
least the
 
same price
 
i.e. € 4.843
 
per share,
 
whereas pursuant
 
to Article 36
 
of the
same law
 
it is able,
 
after completion
 
of the
 
said tender
 
offer
 
and given that
 
it will hold
 
more than
 
90% votes,
 
to require
 
all
the
 
holders
 
of the
 
remaining
 
securities to
 
sell those
 
securities. On
 
those grounds,
 
the
 
Bank announced
 
in November
 
2024
that it will exercise
 
its squeeze-out right to acquire any outstanding shares
 
of Hellenic Bank and take all necessary
 
steps for
the delisting of Hellenic Bank's shares from
 
the Cyprus Stock Exchange.
More recently,
 
on 11
 
February
 
2025, the
 
Bank announced
 
that following
 
the
 
receipt
 
of the
 
relevant
 
regulatory
 
approvals,
 
it
completed the acquisition of the additional holding of 37.51%
 
in Hellenic Bank, as per the aforementioned
 
agreements of the
Bank with certain of Hellenic Bank’s. shareholders.
 
Following that
 
and pursuant to the provisions
 
of the Takeover
 
Bids Law in
Cyprus, the Bank also announced the submission of a Mandatory Takeover
 
Bid for the acquisition of up to 100% of the issued
share capital of Hellenic Bank (“Takeover
 
Bid”). Further to the
 
above, on 6 March 2025 the
 
Bank announced that on 5 March
2025 the
 
Cyprus Securities and
 
Exchange Commission
 
(the “CySEC”)
 
approved
 
the Takeover
 
Bid Document
 
and authorised
its publication. Pursuant
 
to the Takeover
 
Bid Document, the
 
consideration
 
offered
 
to the shareholders
 
of Hellenic Bank who
will accept the
 
Takeover
 
Bid is € 4.843 per
 
share paid in cash.
 
The acceptance
 
period of the
 
Takeover
 
Bid commences on
 
11
March 2025 and ends on 9
th
 
April 2025.
Detailed information in relation to Hellenic Bank
 
acquisition is provided in note 23.2
 
to the consolidated financial statements.
Risk management
The
 
Group
 
acknowledges
 
that
 
taking risks
 
is an
 
integral
 
part of
 
its operations
 
in order
 
to achieve
 
its business
 
objectives.
Therefore,
 
the Group’s
 
management sets adequate
 
mechanisms to identify
 
those risks at
 
an early stage and
 
assesses their
potential impact on the achievement
 
of these objectives.
Due
 
to
 
the
 
fact
 
that
 
economic,
 
industry,
 
regulatory
 
and
 
operating
 
conditions
 
will
 
continue
 
to
 
change,
 
risk
 
management
mechanisms are
 
set in
 
a manner
 
that enable
 
the Group
 
to identify and
 
deal with
 
the risks
 
associated with
 
those changes.
The Group’s
 
structure, internal
 
processes and
 
existing control
 
mechanisms ensure
 
both the
 
independence principle
 
and the
exercise of sufficient supervision.
The Group's Management
 
considers effective
 
risk management as a top priority, as well
 
as a major competitive advantage,
for
 
the
 
organization.
 
As
 
such,
 
the
 
Group
 
has
 
allocated
 
significant
 
resources
 
for
 
upgrading
 
and
 
maintaining
 
its
 
policies,
methods and
 
infrastructure
 
up to date,
 
in order
 
to ensure
 
compliance with
 
the requirements
 
of the
 
European Central
 
Bank
(ECB)
 
and
 
of
 
the
 
Single
 
Resolution
 
Board
 
(SRB),
 
the
 
guidelines
 
of
 
the
 
European
 
Banking
 
Authority
 
(EBA)
 
and
 
the
 
Basel
Committee
 
for
 
Banking
 
Supervision
 
as
 
well
 
as
 
the
 
best
 
international
 
banking
 
practices.
 
The
 
Group
 
implements
 
a
 
well-
structured credit
 
approval process,
 
independent credit reviews
 
and effective
 
risk management policies
 
for all
 
material risks
it
 
is
 
exposed
 
to,
 
both
 
in
 
Greece
 
and
 
in
 
each
 
country
 
of
 
its
 
international
 
operations.
 
The
 
risk
 
management
 
policies
implemented by the Group
 
are reviewed
 
on a regular basis.
Risk
 
culture
 
is
 
a
 
core
 
element
 
of
 
the
 
organisation.
 
Risk
 
management
 
function
 
provides
 
the
 
framework,
 
procedures
 
and
guidance to enable all
 
employees to proactively
 
identify, manage
 
and monitor the
 
risks in their
 
own areas and improve
 
the
control and co-ordination of risk
 
taking across their business. Ongoing
 
education, communication and awareness takes place
via dedicated
 
learning programs,
 
monthly meetings,
 
sharing of
 
best practices
 
and other
 
initiatives.
 
The
 
Group
 
has also
 
a
policy in place to address any risks associated with the
 
introduction, significant modifications
 
and periodic monitoring of its
products and services.
The
 
amount of
 
risk which
 
the
 
Group
 
is willing
 
to assume
 
in the
 
pursuit of
 
its strategic
 
objectives
 
is articulated
 
via a
 
set of
quantitative
 
and
 
qualitative
 
statements
 
for
 
risks
 
assessed
 
as
 
material,
 
that
 
are
 
described
 
in
 
the
 
Group’s
 
Risk
 
Appetite
Framework.
 
The objectives are to support the
 
Group’s business growth,
 
balance a strong capital position with higher
 
returns
on equity and to ensure
 
the Group’s
 
adherence
 
to regulatory requirements.
 
The Risk Appetite,
 
that is clearly communicated
throughout
 
the
 
Group
 
determines
 
risk culture
 
and forms
 
the
 
basis on
 
which risk
 
policies
 
and risk
 
limits are
 
established
 
at
Group and regional level. Aiming to identify relevant and material
 
risks the Bank maintains a well-defined Risk Identification
and Materiality
 
Assessment (RIMA)
 
Framework.
 
The
 
identification and
 
the assessment
 
of all risks
 
is the
 
cornerstone
 
for the
effective
 
Risk Management. The
 
Group aiming to ensure
 
a collective view
 
on the risks linked
 
to the execution of
 
its strategy,
acknowledges the new
 
developments at an early stage and assesses the
 
potential impact.
The
 
Board Risk
 
Committee (BRC)
 
is a
 
committee of
 
the Board
 
of Directors
 
(BoD) and
 
its task
 
is to advise
 
and support
 
the
BoD regarding
 
the monitoring of
 
Group’s
 
overall
 
actual and future
 
risk appetite and strategy,
 
taking into account all
 
types
of risks to
 
ensure that
 
they are
 
in line with
 
the business
 
strategy,
 
objectives, corporate
 
culture and values
 
of the
 
institution.
The BRC
 
assists the
 
BoD in overseeing
 
the implementation
 
of Group’s
 
risk strategy
 
and the
 
corresponding limits
 
set. It also
 
 
 
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oversees the
 
implementation of the strategies
 
for capital and liquidity risk management as well as for
 
all material risks, such
as credit,
 
market, IRRBB,
 
sustainability risks and
 
non-financial risks
 
such as
 
operational,
 
reputational
 
conduct, legal,
 
cyber,
outsourcing,
 
in order
 
to assess
 
their
 
adequacy against
 
the
 
approved
 
risk appetite
 
limits. The
 
BRC consists
 
of five
 
(5) non-
executive directors,
 
meets at least 10
 
times per year
 
and reports to the
 
BoD on a quarterly
 
basis and on ad hoc instances
 
if
it is needed.
The Management
 
Risk Committee (MRC) is a management
 
committee established by the
 
Chief Executive Officer
 
(CEO) and
its main
 
responsibility
 
is to
 
oversee
 
the
 
risk management
 
framework
 
of the
 
Group.
 
As part
 
of its
 
responsibilities,
 
the
 
MRC
facilitates report
 
ing to the
 
BRC on the
 
range of risk-related
 
topics under its
 
purview,
 
including sustainability risks. The
 
MRC
proactively
 
supports
 
the
 
Group
 
Chief
 
Risk
 
Officer,
 
Chairman
 
of
 
the
 
MRC,
 
to
 
identify
 
material
 
risks,
 
in
 
addition
 
to
 
those
identified independently
 
by the
 
Group
 
CRO and
 
the
 
Group Risk
 
Management, and
 
to promptly
 
escalate
 
them
 
to the
 
BRC
and assists the Group CRO in ensuring that the necessary policies and procedures
 
are in place to prudently manage risk and
to comply with regulatory requirements.
The
 
Group’s
 
Risk Management
 
which is
 
headed by
 
the
 
Group Chief
 
Risk Officer
 
(GCRO), operates
 
independently from
 
the
business units and is
 
responsible for
 
the identification,
 
assessment, monitoring, measurement
 
and management of the
 
risks
that
 
the
 
Group
 
is exposed
 
to. It
 
comprises the
 
Group
 
Credit (GC),
 
the
 
Group
 
Credit Control
 
(GCC), the
 
Group
 
Credit Risk
Capital Adequacy Control
 
(GCRCAC), the
 
Group Market
 
and Counterparty
 
Risk (GMCR), the
 
Group Operational
 
and Non-
Financial
 
Risks
 
(GONFR),
 
the
 
Group
 
Model
 
Validation
 
and
 
Governance
 
(GMVG),
 
the
 
Group
 
Risk
 
Management
 
Strategy
Planning Operations
 
& Sustainability
 
Risk (GRMSPO&SR),
 
the
 
Supervisory
 
Relations
 
and Resolution
 
Planning (SRRP),
 
and
the Risk Analytics (RA) Units.
As part of its overall system of internal controls, Eurobank Ergasias Services
 
and Holdings S.A. has engaged in a
 
Service Level
Agreement (SLA) with Eurobank S.A.
 
(the banking subsidiary of
 
the Group) in order to
 
receive supporting and advisory
 
services
in all areas of risk management undertaken by
 
the Group.
The Group applies the
 
elements of the Three
 
Lines of Defense model for the
 
management of all types of risk. The Three
 
Lines
of Defense
 
Model
 
enhances
 
risk management
 
and
 
control
 
by
 
clarifying
 
roles
 
and responsibilities
 
within
 
the
 
organization.
Under the oversight
 
and direction of the Management
 
Body, the responsibilities
 
of each of these lines of defense are:
Line 1 - Own and manage
 
risk and controls.
 
The front
 
line business and operations
 
are accountable for
 
this responsibility as
they own the
 
rewards and are the
 
primary risk generators,
Line 2
 
- Monitor
 
risk and
 
controls
 
in support
 
of Executive
 
Management,
 
providing
 
oversight,
 
challenge, advice
 
and group-
wide direction. These
 
mainly include the Risk and Compliance Units,
Line 3
 
- Provide
 
independent assurance
 
to the
 
Board and
 
Executive
 
Management concerning
 
the
 
effectiveness
 
of risk
 
and
control management. This
 
refers to Internal
 
Audit.
Furthermore,
 
the Group
 
is in the process
 
of aligning Hellenic Bank risk management
 
policies and practices
 
with those of the
Group across key
 
risk types, following the
 
acquisition of control in the
 
third quarter of 2024 and in view of the
 
completion of
the Take
 
Over Bid process to acquire 100% of Hellenic Bank’s
 
shares. This includes harmonizing key risk policies, standardizing
regulatory as well as internal risk reporting,
 
and aligning risk methodologies.
The most important types of risk that
 
are addressed by the
 
risk management functions of the
 
Group are:
Credit Risk
Credit risk
 
is the
 
risk that
 
a counterparty
 
will be
 
unable to
 
fulfil its
 
payment obligations
 
in full
 
when due.
 
Credit risk
 
is also
related with
 
country risk and settlement
 
risk. Credit risk
 
arises principally from
 
the wholesale
 
and retail lending
 
activities of
the
 
Group,
 
as well
 
as from
 
credit enhancements
 
provided,
 
such as
 
financial guarantees
 
and letters
 
of credit.
 
The
 
Group is
also exposed to
 
credit risk
 
arising from
 
other
 
activities such as
 
investments
 
in debt securities,
 
trading, capital
 
markets and
settlement activities. Taking into account that credit risk
 
is the primary risk the
 
Group is exposed to,
 
it is very closely managed
and monitored by specialised risk units, reporting to the
 
GCRO.
The
 
credit review
 
and approval
 
processes
 
are centralized
 
both in
 
Greece
 
and in the
 
International
 
operations
 
following
 
the
“four-eyes”
 
principle and
 
specific
 
guidelines
 
stipulated
 
in the
 
Credit
 
Policy
 
Manual and
 
the
 
Risk Appetite
 
Framework.
 
The
segregation
 
of
 
duties
 
ensures
 
independence
 
among
 
executives
 
responsible
 
for
 
the
 
customer
 
relationship,
 
the
 
approval
process
 
and
 
the
 
loan
 
disbursement,
 
as
 
well
 
as
 
monitoring
 
of
 
the
 
loan
 
during
 
its
 
lifecycle.
 
The
 
credit
 
approval
 
process
 
in
Corporate
 
Banking is
 
centralized
 
through
 
the
 
establishment of
 
Credit
 
Committees with
 
escalating
 
Credit
 
Approval
 
Levels,
which assess and limit to the extent possible
 
the corporate credit risk. Rating models are used in order to calculate the credit
rating
 
of
 
corporate
 
customers,
 
reflecting
 
the
 
underlying
 
credit
 
risk.
 
The
 
most
 
significant
 
ones
 
are
 
the
 
MRA
 
(Moody’s
 
Risk
Analyst)
 
applied
 
for
 
companies
 
-mostly-
 
with
 
industrial
 
and
 
commercial
 
activity and
 
the
 
slotting
 
rating
 
models,
 
used
 
for
specialised lending portfolios (shipping, real estate and
 
project finance) with ring-fenced transactions. Credit risk assessment
is performed by Group Credit (GC), which assesses the credit requests submitted by the Business Units,
 
a procedure including
the
 
evaluation
 
of
 
the
 
operational
 
and
 
financial
 
profile
 
of
 
the
 
customer,
 
the
 
validation
 
of
 
the
 
borrower’s
 
rating
 
and
 
the
identification of potential risk factors
 
for the Bank.
The credit
 
review and
 
approval
 
processes
 
for loans
 
to Small Businesses
 
(turnover
 
up to €5m)
 
are also centralised
 
following
specific guidelines and applying the ‘four-eyes’
 
principle. The assessment is primarily based on the analysis of the borrower's
operational
 
characteristics and financial
 
position. The
 
same applies for
 
Individual Banking (consumer
 
and mortgage loans),
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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where the credit risk assessment
 
is based on criteria related to the characteristics of the retail
 
portfolio, such as the financial
position of the borrower,
 
the payment behaviour,
 
the existence of real estate property and the type and quality of securities.
The ongoing
 
monitoring of the
 
portfolio
 
quality and of
 
any deviations
 
that may
 
arise, lead to
 
an immediate
 
adjustment of
the credit policy and procedures, when deemed necessary. The
 
quality of the Group’s loan portfolios (business, consumer and
mortgage
 
in
 
Greece
 
and
 
abroad)
 
is
 
monitored
 
and
 
assessed
 
by
 
the
 
Group
 
Credit
 
Control
 
(GCC)
 
via
 
field,
 
desktop
 
and
thematic
 
reviews
 
in order
 
to timely
 
identify emerging
 
risks, vulnerabilities,
 
compliance to
 
credit policies
 
and consistency
 
in
underwriting. Furthermore,
 
the GCC assumes
 
oversight and supervisory
 
responsibilities for proper
 
operation of
 
credit rating
and impairment
 
models.
 
Moreover,
 
GCC regularly
 
reviews
 
the
 
adequacy of
 
provisions
 
of all
 
loan portfolios.
 
The
 
Unit also
formulates Group’s credit policies, reviews policies developed
 
by other units and participates in the development of new loan
products. Finally, it monitors regulatory developments, emerging trends and best
 
practices proposing relevant policy updates
or product enhancements
 
when necessary.
 
GCC operates
 
independently from all the
 
business units of the
 
Bank and reports
directly to the GCRO.
The
 
measurement,
 
monitoring and
 
periodic
 
reporting of
 
the
 
Group’s
 
exposure to
 
counterparty
 
risk (issuer
 
risk and
 
market
driven
 
counterparty
 
risk),
 
which
 
is
 
the
 
risk
 
of loss
 
due
 
to
 
the
 
customer’s
 
failure
 
to
 
meet
 
its
 
contractual
 
obligations
 
in
 
the
context of treasury positions, such as debt securities, derivatives, repos, reverse repos, interbank placings, etc. are performed
by the
 
Group Market
 
and Counterparty Risk
 
(GMCR). The
 
Group sets
 
limits on the
 
level of
 
counterparty risk
 
that are
 
based
mainly on the
 
counterparty’s credit
 
rating, as
 
provided by
 
international rating
 
agencies, the
 
product type
 
and the
 
maturity
of the transaction
 
(e.g. control
 
limits on net open derivative
 
positions by both
 
amount and term, sovereign
 
bonds exposure,
corporate securities, asset backed securities,
 
etc.). GMCR maintains and updates the limits’ monitoring systems and ensures
the correctness and compliance of all financial institutions limits
 
with the Bank’s policies as approved by the Group’s relevant
bodies. The
 
utilization
 
of the
 
abovementioned
 
limits, any
 
excess
 
of them,
 
as well
 
as the
 
aggregate
 
exposure
 
per
 
Group’s
entity,
 
counterparty
 
and
 
product
 
type
 
are
 
monitored
 
by
 
GMCR
 
on
 
a
 
daily
 
basis.
 
The
 
Group
 
from
 
2021
 
applies
 
the
 
new
regulatory
 
framework
 
for the
 
counterparty risk
 
from derivatives
 
Standardised Approach
 
for
 
measuring counterparty
 
credit
risk (SA-CCR).
Market Risk
The
 
Group
 
has
 
exposure
 
to
 
market
 
risk,
 
which
 
is
 
the
 
risk
 
of
 
potential
 
financial
 
loss
 
due
 
to
 
an
 
adverse
 
change
 
in
 
market
variables. Changes in interest rates,
 
foreign exchange rates,
 
credit spreads, equity prices and other
 
relevant factors, such
 
as
the implied volatilities, can affect the Group’s
 
income or the fair value of its financial
 
instruments. The market risks, the Group
is exposed
 
to, are
 
monitored, controlled
 
and estimated
 
by
 
GMCR. GMCR
 
is responsible
 
for
 
the
 
measurement,
 
monitoring,
control
 
and
 
reporting
 
of
 
the
 
exposure
 
on
 
market
 
risks
 
including
 
the
 
Interest
 
Rate
 
Risk and
 
the
 
Credit
 
Spread
 
Risk
 
in the
Banking Book (IRRBB/CSRBB)
 
of the Group.
 
The GMCR
 
reports to the
 
GCRO. The
 
exposures and the
 
utilisation of the
 
limits
are reported to the Board
 
Risk Committee and to the BoD.
Market
 
risk
 
in
 
Greece
 
and
 
International
 
Subsidiaries
 
is
 
managed
 
and
 
monitored
 
mainly
 
using
 
Value
 
at
 
Risk
 
(VaR)
methodology,
 
sensitivity and
 
stress test
 
analysis. VaR
 
is a
 
methodology
 
used in
 
measuring financial
 
risk by
 
estimating the
potential negative
 
change in the
 
market value
 
of a portfolio
 
at a given
 
confidence level
 
and over
 
a specified time
 
horizon.
The VaR
 
that the
 
Group measures
 
is an estimate based upon
 
a 99% confidence level
 
and a holding period
 
of 1 day and the
methodology
 
used
 
for
 
the
 
calculation
 
is
 
Monte
 
Carlo
 
simulation
 
(full
 
re-pricing
 
of
 
the
 
positions
 
is
 
performed).
 
Since
 
VaR
constitutes an
 
integral
 
part
 
of the
 
Group's
 
market
 
risk control
 
regime,
 
VaR
 
limits have
 
been established
 
for
 
all portfolios
(trading and investment)
 
measured at
 
fair value
 
and actual exposure is
 
monitored daily by
 
management. However,
 
the use
of this
 
approach
 
does not
 
prevent
 
losses outside
 
of these
 
limits in
 
the event
 
of extraordinary
 
market movements.
 
For
 
that
reason, the Group
 
uses additional monitoring metrics such as: Stressed VaR,
 
Expected Shortfall and Stress Tests.
 
Finally, the
Group already monitors the
 
impact from the
 
new regulatory framework
 
for market risk (Fundamental
 
Review of the Trading
Book-FRTB) and monitors the
 
evolution
 
of the relevant
 
capital charges until
 
its official application
 
(2026) based on a
 
set of
established systems and procedures.
Interest Rate Risk in the Banking Book
 
(IRRBB)
The IRRBB is defined as
 
the current and the prospective risk of a
 
negative impact to the institution’s economic value of
 
equity,
or to the institution’s net interest income, taking
 
market value changes into
 
account as appropriate, which arise
 
from adverse
movements in interest
 
rates affecting
 
interest rate sensitive
 
instruments, including gap risk, basis risk and option risk.
GMCR
 
is
 
the
 
unit
 
responsible
 
for
 
the
 
monitoring,
 
control,
 
reporting
 
and
 
estimation
 
of
 
IRRBB
 
on
 
a
 
group
 
level.
 
Both
 
the
Economic Value of Equity (EVE) and NII sensitivity to a number of stresses on interest rates are
 
estimated on a periodic basis
and
 
are
 
compared
 
with
 
the
 
approved
 
BoD
 
Risk
 
Appetite
 
Statements
 
(RAS)
 
thresholds.
 
IRRBB
 
analysis
 
currently
 
uses
 
the
established Asset
 
and Liability
 
Management (ALM)
 
tools within
 
each entity.
 
The
 
plan is
 
to expand
 
the
 
use of
 
the
 
ALM tool
applied on
 
a solo
 
level (in
 
Greece) for
 
the future
 
Group-level
 
IRRBB analysis. The
 
CSRBB analysis is
 
conducted on
 
a Group
level by
 
a centralized
 
tool. Furthermore,
 
the Group
 
already applies a set
 
of extra
 
stress test analysis
 
for specific
 
parts of its
Banking
 
Book
 
for
 
the
 
assessment
 
to
 
the
 
exposure
 
on
 
Mark-to-Market
 
(MTM)
 
volatility
 
on
 
both
 
OCI
 
and
 
Amortised
 
Cost
portfolios of investment
 
securities and for the assessment of the
 
CSRBB (Credit Spread Risk in the Banking Book). The
 
policy
for
 
the
 
management
 
of
 
IRRBB
 
as
 
approved
 
by
 
BRC
 
and
 
BoD
 
provides
 
a
 
clear
 
description
 
of
 
the
 
methodologies,
 
the
governance, the
 
limits that are used for the
 
management of IRRBB & CSRBB.
Liquidity Risk
The Group
 
is exposed on a
 
daily basis to
 
liquidity risk due to
 
deposits withdrawals,
 
maturity of medium
 
or long term notes,
maturity of secured
 
or unsecured
 
funding (interbank
 
repos and money
 
market takings),
 
collateral
 
revaluation
 
as a result
 
of
market movements,
 
loan draw-downs
 
and forfeiture
 
of guarantees. The
 
Board Risk Committee and the
 
BoD sets in the RAS
 
 
 
 
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Framework
 
the liquidity risk thresholds
 
to ensure that sufficient
 
funds are available to meet
 
all of these contingencies
 
under
any scenario.
 
The Group
 
monitors on a
 
continuous basis the
 
level of
 
liquidity risk using
 
regulatory and
 
internal metrics
 
and
methodologies (Liquidity
 
Coverage
 
Ratio/LCR,
 
Net Stable Funding Ratio/NSFR,
 
Liquidity Buffer
 
analysis, cash flow
 
analysis,
short-term and medium-term stress test etc.).
BRC’s
 
role
 
is
 
to
 
approve
 
all
 
strategic
 
liquidity
 
risk
 
management
 
decisions
 
and
 
monitor
 
the
 
quantitative
 
and
 
qualitative
aspects
 
of
 
liquidity
 
risk.
 
Group
 
Assets and
 
Liabilities
 
Committee
 
(G-ALCO)
 
has
 
the
 
mandate
 
to
 
form
 
and
 
implement
 
the
liquidity policies and
 
guidelines in conformity
 
with Group's
 
risk appetite, and to review
 
at least monthly
 
the overall
 
liquidity
position
 
of
 
the
 
Group.
 
Group
 
Treasury
 
is
 
responsible
 
for
 
the
 
implementation
 
of
 
the
 
Group's
 
liquidity
 
strategy,
 
the
 
daily
management of the Group’s
 
liquidity and for the preparation
 
and monitoring of the Group’s liquidity budget, while GMCR is
responsible for measuring,
 
control, monitoring and reporting the
 
liquidity of the Group to the
 
G-ALCO, BRC, BoD and to the
regulatory bodies.
Operational & Non-Financial Risks (NFRs)
Non-Financial Risks include operational
 
risks as well as
 
specific additional risks such as
 
business, strategic
 
and reputational
risk. Operational
 
risk is defined
 
by Basel III
 
as the
 
risk of loss
 
resulting from
 
inadequate or
 
failed internal
 
processes, people
and systems or from external events.
The
 
Group is
 
gradually
 
implementing the
 
Risk Appetite
 
Framework
 
to cover
 
NFRs, which sets
 
out the
 
mechanisms through
which the
 
Group
 
establishes
 
its risk
 
appetite and
 
ensures
 
that
 
its
 
risk profile
 
remains
 
within
 
that
 
appetite
 
to bear
 
risk in
relation to the internal
 
and external events as well
 
as other constraints.
Governance
 
responsibility
 
for
 
Non-Financial
 
Risks
 
management
 
stems
 
from
 
the
 
Board
 
of
 
Directors
 
(BoD),
 
through
 
the
Executive
 
Board
 
and
 
Senior
 
Management,
 
and
 
passes
 
down
 
to
 
the
 
Heads
 
and
 
staff
 
of
 
every
 
business
 
unit.
 
The
 
BoD
establishes the
 
mechanisms
 
used by
 
the
 
Group
 
to manage
 
NFRs, sets
 
the
 
tone and
 
expectations,
 
and delegates
 
relevant
responsibilities. The
 
Board Risk
 
Committee and the
 
Audit Committee monitor
 
the NFR
 
levels and
 
profile, including
 
relevant
events.
NFR management comprises
 
risk identification,
 
assessment, and mitigation
 
while employing independent oversight
 
and an
effective risk culture to ensure
 
that business objectives are met
 
within the NFR appetite
 
that is reflected in
 
the Group’s Policies
and Guidelines.
The Heads of each business unit (the risk owners)
 
are primarily responsible for the
 
day-to-day management of NFRs and the
adherence to relevant controls.
 
Each Business Unit appoints an Operational Risk Partner (OpRisk Partner) or an Operational
Risk Management Unit (ORMU) depending on the size of the business
 
unit, which is responsible for coordinating the
 
internal
risk management efforts
 
of the business unit while forming
 
the link between Line 1 and Line 2.
Eurobank has
 
adopted a Themes
 
-based risk taxonomy,
 
developed
 
along the lines
 
of the
 
industry reference
 
taxonomies, for
risk management
 
and reporting
 
purposes. Each
 
Risk Themes
 
is overseen
 
by Theme
 
Coordinators
 
(Second Line
 
of Defense
Units). The Risk Themes
 
which fall within the
 
scope of NFR are the following:
Group Operational
 
and Non-Financial Risks Unit (GONFR) has been positioned as an overlaying
 
framework
 
coordinator for
all
 
Non-Financial
 
Risks
 
(NFRs).
 
GONFR’s
 
overlaying
 
responsibilities
 
aim
 
to
 
harmonize
 
the
 
Second
 
Line
 
of
 
Defense
 
Units’
activities across
 
the
 
Group
 
and to
 
holistically
 
ensure
 
the effective,
 
consistent application
 
of the
 
Risk Appetite
 
Framework.
The 2LoD Units maintain their
 
responsibilities for specific Risk Theme(s)
 
owned.
Sustainability risks
Sustainability risks
 
are neither
 
new nor
 
stand-alone risks,
 
rather
 
they
 
are transverse
 
risks, manifesting
 
through
 
existing risk
types. As sustainability risks
 
interact with
 
other
 
risks and result in
 
direct distributional impacts
 
and indirect macroeconomic
impacts, the Group understands that careful
 
consideration of the cross
 
-cutting nature thereof is necessary in order to ensure
the optimal implementation
 
of adaptation activities.
Specifically,
 
sustainability
 
risks
 
are
 
defined
 
as
 
potential
 
losses
 
arising
 
from
 
any
 
negative
 
financial
 
impact
 
for
 
the
 
Group,
stemming
 
from
 
current
 
or
 
prospective
 
impacts
 
of
 
any
 
climate-related
 
&
 
environmental,
 
social
 
or
 
governance
 
event(s)
 
on
Group’s counterparties
 
or invested assets.
Definitions of sustainability risks include the following:
a)
Climate-Related and Environmental
 
risks: Climate-related and environmental
 
risks are defined as the
 
risks deriving
from potential loss or
 
negative impact to the Group, including
 
loss/ damage to
 
physical assets, disruption
 
of business
or
 
system
 
failures,
 
transition
 
expenditures
 
and
 
reputational
 
effects
 
from
 
the
 
adverse
 
consequences
 
of
 
climate
change and environmental degradation.
 
 
 
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b)
Social risk: Social
 
risk refers
 
to potential losses
 
arising from
 
any negative
 
financial impact on
 
the Group
 
stemming
from the current or prospective impacts of
 
social factors (such as
 
human rights
 
violation, income inequality, customer
safety & protection and
 
consumers’ changing preferences)
 
on the Group’s
 
counterparties or invested assets.
c)
Governance risk: Governance
 
risk refers to potential losses arising from any negative financial impact on the
 
Group
stemming
 
from
 
the
 
current
 
or
 
prospective
 
impacts
 
of
 
governance
 
factors
 
(such
 
as
 
anti-financial
 
crime,
 
non-
compliance with policies or regulations and governance practices) on the Group’s
 
counterparties or invested assets.
The Group is adopting a strategic approach
 
towards sustainability, climate change risk identification and risk management,
signifying the great importance that is given in the risks and opportunities
 
arising from the transitioning to a low-carbon and
more circular economy.
 
In this context, the
 
Bank has approved
 
and implements its Financed
 
Impact Strategy,
 
which focuses
on:
a)
Clients’
 
engagement
 
and
 
awareness
 
to
 
adapt
 
their
 
business
 
so
 
as
 
to
 
address
 
climate
 
change
 
challenges
 
and
opportunities,
b)
Actions for supporting clients in their
 
transition efforts
 
towards a more sustainable economic environment,
c)
Enablers and tools, such as frameworks
 
and products, to underpin sustainable financing,
d)
Assessment
 
and
 
management
 
of
 
sustainability
 
related
 
risks
 
within
 
its
 
loan
 
and
 
investment
 
portfolios,
 
including
assessing exposure to transition and physical
 
risks linked to climate change.
To facilitate
 
the classification
 
of sustainable/green financing opportunities in a structural manner,
 
the Group has developed
its Sustainable Finance Framework
 
(SFF). Through
 
its SFF,
 
the Group
 
is able to classify sustainable
 
lending solutions offered
to
 
its
 
clients,
 
specifying
 
the
 
applied
 
classification
 
approach
 
and
 
the
 
activities
 
defined
 
as
 
eligible
 
to
 
access
 
sustainable
financing (eligible green and social assets). Moreover, the Group
 
maintains a Sustainable Investment Framework
 
(SIF), which
outlines the Group’s
 
various sustainable investment
 
approaches/
 
strategies based on
 
criteria observed
 
as per international
market practices,
 
the process
 
for the
 
selection of eligible investments,
 
as well as the
 
monitoring frequency applicable to the
sustainable portfolio.
Furthermore,
 
the Group
 
has updated its
 
Sustainability Governance
 
structure by
 
introducing and defining
 
specific roles
 
and
responsibilities
 
in
 
order
 
to
 
support
 
the
 
roll-out
 
of
 
the
 
Sustainability
 
Strategy
 
and
 
the
 
integration
 
of
 
sustainability
 
risks,
through the involvement
 
of various key stakeholders (i.e. Business & Risk Units, Committees, etc.). The Group
 
applies a model
of
 
defined
 
roles
 
and
 
responsibilities
 
regarding
 
the
 
management
 
of
 
Sustainability
 
risks
 
and
 
aspects
 
across
 
the
 
3
 
Lines
 
of
Defense.
In this context and taking into
 
account the significant
 
impact of sustainability risks both
 
on financial institutions and on
 
the
global economy,
 
the
 
Group developed
 
and approved
 
its Sustainability
 
Risk Management
 
Policy
 
which aims
 
at fostering
 
a
holistic understanding of
 
the effects of sustainability risks
 
on its business
 
model, as well
 
as support
 
decision-making regarding
these
 
matters
 
and
 
provide
 
a
 
robust
 
governance
 
under
 
its
 
Risk
 
Management
 
Framework.
 
The
 
purpose
 
of
 
the
 
Policy
 
is
 
to
provide
 
an
 
overview
 
and
 
a
 
common
 
understanding
 
of
 
Group’s
 
main
 
governance
 
arrangements,
 
as
 
well
 
as
 
roles
 
&
responsibilities undertaken
 
by the
 
Group Sustainability
 
Risk (GSR),
 
in the
 
context of the
 
Group’s
 
overall
 
Sustainability risks
management activities.
The
 
Group
 
Sustainability Risk
 
(GSR) has
 
the
 
overall
 
responsibility for
 
overseeing,
 
monitoring, and
 
managing sustainability
risks.
 
More
 
specifically,
 
it
 
prepares
 
and
 
maintains
 
the
 
Bank’s
 
Sustainability
 
Risk
 
Management
 
Policy,
 
as
 
well
 
as
 
relevant
policies,
 
processes
 
and methodologies
 
(e.g.
 
ESG Risk
 
Assessment,
 
Climate
 
Risk Scorecard,
 
exclusion
 
lists) in
 
collaboration
with the Group Sustainability Unit, Business & Risk Units. In addition, GSR leads the development and implementation of the
Sustainability
 
risk
 
related
 
framework,
 
as
 
well
 
as
 
relevant
 
policies
 
and
 
processes
 
(e.g.,
 
Sustainability
 
Risk
 
Management
Framework,
 
Climate Risk Stress
 
Test
 
Framework
 
documents) across
 
the Group,
 
in coordination
 
with other
 
involved
 
units, as
well as the development and update of the Sustainable Finance Frameworks. Moreover,
 
it monitors and reports to
 
the Group
Senior
 
Sustainability
 
Officer
 
(GSSO)
 
the
 
progress
 
of
 
the
 
implementation
 
of
 
the
 
developed
 
Climate
 
Risk
 
action
 
plan
 
and
reports
 
to the
 
Board
 
for
 
Sustainability Risk
 
matters.
 
The
 
GSR supports,
 
reviews
 
and challenges
 
the
 
involved
 
stakeholders,
across
 
the
 
Group,
 
regarding
 
the
 
setting
 
of
 
the
 
Net
 
Zero
 
targets
 
and
 
of
 
the
 
Financed
 
Impact
 
Strategy,
 
through
 
the
identification
 
of
 
material
 
Sustainability
 
risk
 
related
 
areas.
 
The
 
GSR
 
also
 
leads
 
the
 
2nd
 
line
 
of
 
defense
 
independent
sustainable lending re-assessment process (i.e. provides opinion on sustainable financing regarding the CIB Portfolio, as part
of a
 
bespoke
 
process
 
and the
 
characterization
 
of products
 
of the
 
Retail Portfolio
 
as sustainable),
 
against the
 
Sustainable
Finance criteria (as
 
per pre-determined thresholds). Furthermore, GSR develops and maintains
 
the Climate Risk Stress
 
Testing
(CRST)
 
Framework,
 
as
 
well
 
as
 
scenario
 
analysis
 
and
 
stress
 
testing
 
methodologies,
 
and
 
coordinates
 
the
 
performance
 
of
sustainability risk scenario analysis and relevant stress test exercises
 
at Group level. In line with good practices
 
identified by
the ECB, the Financed Impact Strategy of the Bank focuses on sustainable financing targets / commitments. In particular, the
Bank identified total portfolio
 
and sectoral targets with regards
 
to financing the green transition
 
of its clients.
Eurobank has set the
 
following targets
 
for sustainable finance corporate
 
disbursements in the following
 
years:
Portfolio
 
targets
New disbursements
€2bn in new green disbursements to businesses by
 
2025
 
20% of
 
the
 
annual new
 
Corporate
 
& Investment
 
Banking (CIB)
 
portfolio
 
disbursements
 
to be
 
classified as
 
Green/
Environmentally sustainable
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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Green stock/ Exposure evolution
20% stock of green exposures by 2027 for
 
the CIB portfolio
Recovery and Resilience
 
Facility (RRF)
Mobilize €2.25bn total green RRF funds in the Greek
 
economy by 2026
 
Sectoral targets
Renewable energy
35% of new disbursements in the energy
 
sector will be directed to Renewable Energy Sources
 
(RES) financing
 
Green buildings
80% of new
 
disbursements related
 
to construction of
 
new buildings
 
(CIB portfolio)
 
to be allocated
 
with EPC A
 
and
above
20% of new disbursements related to
 
mortgage loans (excluding "My Home") to
 
be allocated with EPC B+ and
 
above
Furthermore,
 
Eurobank introduced
 
additional sustainable financing targets, enhancing its financed impact strategy:
Corporate and Investment
 
Banking green targets for
 
2024
New exposure to high emitters
No new investments in fixed income
 
securities (excluding exposures in Sustainability/Green bonds) towards
 
the top
20 most carbon-intensive corporates
 
worldwide
Increase in Sustainability-Linked loans
Double annual disbursements of Sustainability-Linked loans
Retail banking target for 2024
Maintain the
 
same
 
growth
 
in absolute
 
terms for
 
Retail Banking
 
new
 
green
 
disbursements (or
 
more
 
than 50%
 
increase
 
vs.
2023).
Further information
 
on the Group’s
 
financial risk management objectives
 
and policies, including the
 
policy for hedging
 
each
major type of transaction for which hedge
 
accounting is used is set out in the notes 2, 5 and 19 to the consolidated financial
statements for the year ended 31 December
 
2024 and as regards sustainability risks is provided in the Group’s Sustainability
Statement as at 31 December 2024.
Non Performing Exposures (NPE)
 
management
The Bank
 
realizes the
 
NPE Strategy
 
Plan through
 
its implementation
 
by doValue
 
Greece for
 
the assigned
 
portfolio
 
and the
securitization transactions.
Troubled Assets Committee
The Troubled
 
Assets Committee (TAC)
 
is established according to the regulatory provisions
 
and its main purpose is to act as
an independent
 
body,
 
closely
 
monitoring
 
the
 
Bank’s
 
troubled
 
assets portfolio
 
and
 
the
 
execution
 
of its
 
NPE
 
Management
Strategy.
Remedial and Servicing Strategy
 
(RSS)
The Remedial
 
Servicing and Strategy
 
(RSS) is responsible:
 
a) for
 
the management
 
of the
 
non-performing
 
and early arrears
loans of the Bank, b) for structured transactions
 
which create capital (such as Synthetic SRT STS securitizations) and/or offer
credit protection
 
and c) for
 
cooperation
 
with the
 
other
 
units of Group Strategy
 
for other
 
transactions and initiatives.
 
RSS is
closely monitoring the overall
 
performance of the
 
NPE portfolio as well
 
as the relationship of the
 
Bank with doValue Greece.
Furthermore,
 
following
 
Eurobank’s
 
commitments
 
against
 
the
 
significant
 
risk
 
transfer
 
(SRT)
 
monitoring
 
regulatory
requirements
 
pertaining
 
to
 
Bank’s
 
concluded
 
transactions,
 
RSS
 
has
 
a
 
pivotal
 
role
 
in
 
ensuring
 
that
 
relevant
 
process
 
is
performed
 
smoothly
 
and
 
in
 
a
 
timely
 
manner
 
and
 
that
 
any
 
shortcomings
 
are
 
appropriately
 
resolved,
 
while
 
providing
 
any
required clarifications
 
or additional material
 
required by the
 
regulatory authorities.
 
The Head of RSS
 
reports to the General
Manager of Group Strategy.
In this context, RSS has been assigned inter alia with the
 
following responsibilities:
a)
Structure new transactions and perform the execution of any
 
transaction processes, by also establishing negotiation
of Commercial / Legal Terms
 
as well monitoring of these transactions,
b)
Develop and actively monitor the
 
NPE targets and reduction plan,
c)
Set
 
the
 
strategic
 
principles,
 
priorities,
 
policy
 
framework
 
and
 
KPIs
 
under
 
which
 
doValue
 
Greece
 
is
 
servicing
 
the
portfolio,
d)
Closely monitor
 
the
 
execution of
 
the
 
approved
 
strategies,
 
as well
 
as all
 
contractual
 
provisions
 
under
 
the
 
relevant
contractual agreements
 
for Eurobank’s
 
portfolio
 
assigned to
 
doValue
 
Greece including
 
the securitized
 
portfolio
 
of
ERB Recovery DAC,
e)
Monitoring of
 
the performance
 
of the
 
senior notes
 
of the
 
securitizations in
 
collaboration
 
with Group
 
Risk so
 
as to
ensure compliance to significant risk transfer
 
(SRT) and to the Hellenic Asset Protection
 
Scheme (HAPS),
f)
Budget and monitor the Bank’s expenses and revenues
 
associated with the assigned portfolio,
g)
Cooperate closely with
 
doValue Greece
 
on a daily basis in achieving the Group’s
 
objectives,
h)
Maintain supervisory dialogue.
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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Project “Solar”
In the
 
context of its
 
NPE management
 
strategy,
 
the Group
 
has been
 
structuring an
 
NPE securitization
 
transaction
 
(project
‘Solar’), as part of a
 
joint initiative with
 
the other
 
Greek systemic banks (the
 
banks) since 2018.Out
 
of the notes to
 
be issued
by the SPV,
 
the Banks will hold 100% of the Senior notes as well as the 5% of the Mezzanine and Junior notes and will dispose
of the
 
remaining stake
 
of the
 
subordinated tranches
 
.
 
In June 2024,
 
the banks
 
submitted to the
 
Greek Ministry of
 
Finance a
joint application
 
for the
 
inclusion of the
 
senior notes to
 
be issued in the
 
Hellenic Asset Protection
 
Scheme. Since
 
June 2022,
the Group has classified the
 
underlying corporate loan
 
portfolio as held
 
for sale.
Other loans held
 
for sale (incl. Project “Leon”)
In December
 
2023, the
 
Bank, aiming to accelerate
 
further
 
its NPE reduction
 
plan, initiated the
 
sale process
 
of a mixed NPE
portfolio of total gross
 
book value ca. €400m, engaged in parallel in negotiations with potential investors.
 
Accordingly, as at
31 December 2023, the Bank
 
classified the aforementioned loan portfolio as held for sale. In
 
first half of
 
2024, the Bank revised
its NPE
 
sale target
 
and increased
 
the
 
aforementioned
 
perimeter
 
of NPE
 
loans by
 
ca. €240m,
 
which were
 
also classified
 
as
held-for-sale.
On 8 July 2024, the Group, through its special purpose financing vehicle ‘’LEON CAPITAL
 
FINANCE DAC’’ (SPV), issued senior,
mezzanine and junior notes of nominal amount of
 
ca. € 1.5bn, via the securitization of a mixed
 
NPE portfolio, which comprises
the
 
loans that
 
were
 
classified as
 
held for
 
sale at
 
30 June
 
2024 (project’s
 
‘’Leon’’ perimeter)
 
as well
 
as
 
written off
 
loans of
total principal
 
amount due
 
of ca.
 
€ 1.5bn
 
and gross
 
carrying
 
amount of
 
ca. €0.6bn
 
that complied
 
with the
 
requirements
 
of
Hellenic Asset
 
Protection
 
Scheme
 
law.
 
Further
 
to the
 
above,
 
on 13
 
September
 
2024, the
 
Group,
 
as the
 
holder
 
of the
 
notes
issued by
 
the
 
SPV,
 
proceeded
 
with the
 
disposal of
 
the
 
95% of
 
the
 
mezzanine and
 
junior tranches
 
to a
 
third party
 
investor.
Accordingly,
 
as
 
of
 
the
 
aforementioned
 
date,
 
the
 
Group
 
derecognized
 
the
 
underlying
 
loan
 
portfolio
 
and
 
recognized
 
the
retained notes
 
on its balance
 
sheet, i.e. 100%
 
of the senior
 
and 5% of the
 
mezzanine and junior
 
notes of Leon securitization,
at fair value.
Further information
 
is provided in note 20 to the
 
consolidated financial statements.
Macroeconomic Outlook and Risks
In
 
2024,
 
despite
 
the
 
challenging international
 
environment,
 
the
 
macroeconomic
 
backdrop
 
was
 
supportive
 
in
 
the
 
Group’s
three
 
core
 
markets.
 
In
 
particular,
 
the
 
economies
 
of
 
Greece,
 
Bulgaria
 
and
 
Cyprus
 
remained
 
in
 
expansionary
 
territory,
overperforming
 
most of their European Union (EU)
 
peers. According to the Hellenic
 
Statistical Authority (ELSTAT)
 
provisional
data, the real GDP of Greece expanded by
 
2.3% on an annual basis in the first nine months of 2024 –versus 0.5% in the euro
area (Eurostat)
 
 
driven by
 
household consumption
 
and the
 
buildup of inventories.
 
The average
 
annual inflation
 
rate based
on the Harmonized Index of Consumer Prices (HICP) decreased to 3.0% in 2024 from 4.2% in
 
2023, while the average monthly
unemployment rate declined to 10.1%
 
in 2024, from 11.1% in 2023, dropping to a 15-year low. In its Autumn Economic Forecasts
(November
 
2024), the
 
European
 
Commission
 
(EC) expects
 
real
 
GDP in
 
Greece
 
to grow
 
by
 
2.1%
 
in 2024
 
and 2.3%
 
in 2025
(2023: 2.3%). The
 
HICP growth
 
rate is
 
expected to decelerate
 
to 2.4% in
 
2025 and the
 
unemployment rate
 
to drop
 
to 9.8%,
respectively.
Growth
 
in Greece
 
as well
 
as in
 
Bulgaria and
 
Cyprus is
 
expected to
 
receive
 
a significant
 
boost from
 
EU-funded investment
projects and
 
reforms.
 
Greece shall
 
receive
 
€36bn (€18.2bn in grants
 
and €17.7bn
 
in loans) up
 
to 2026 through
 
the Recovery
and Resilience
 
Facility (RRF),
 
Next Generation
 
EU (NGEU)’s
 
largest instrument,
 
out of
 
which €18.2bn
 
(€8.6bn in
 
grants and
€9.6bn
 
in loans)
 
had been
 
disbursed by
 
the
 
EU as
 
of the
 
end 2024.
 
A further
 
€40bn is
 
due through
 
EU’s long-term
 
budget
(MFF), out of which €20.9bn
 
is to fund the National Strategic
 
Reference Frameworks
 
(ESPA 2021–2027).
On monetary
 
policy developments,
 
following
 
ten rounds
 
of interest
 
rate
 
hikes in
 
2022 and
 
in 2023
 
and on
 
the
 
back of
 
an
improved inflation outlook, the ECB implemented five interest rate cuts from June 2024 to January 2025, lowering its deposit
facility rate by
 
125 basis points in total.
On the fiscal
 
front, the
 
EC in its Autumn Economic Forecasts
 
expects a primary surplus of 2.9%
 
of GDP in 2024 and 2025, up
from
 
2.1%
 
of
 
GDP
 
in 2023.
 
The
 
gross
 
public
 
debt-to-GDP
 
ratio,
 
following
 
a
 
sizeable
 
increase
 
in
 
nominal
 
GDP
 
due
 
to
 
the
combination of
 
real GDP
 
growth
 
and inflation,
 
is expected
 
to decline
 
to 153.1%
 
in 2024 and
 
146.8% in
 
2025, from
 
163.9%
 
in
2023.
 
In
 
2024,
 
the
 
Greek
 
government
 
raised
 
 
9.55bn
 
from
 
the
 
international
 
financial
 
markets
 
through
 
the
 
Public
 
Debt
Management Agency (PDMA) by issuing two new
 
bonds (a 10-year bond at a yield of 3.478% in January and a 30-year bond
at a yield of 4.241% in
 
April), and re-opening eleven past issues with maturities of 5 and 10
 
years. At the end of 2024, the cash
reserves
 
of the Greek
 
government
 
stood close to €
 
33bn. Following
 
a series of sovereign
 
rating upgrades
 
in the second
 
half
of
 
2023,
 
the
 
Greek
 
government’s
 
long-term
 
debt
 
securities
 
were
 
considered
 
investment
 
grade
 
by
 
four
 
out
 
of
 
the
 
five
Eurosystem-approved
 
External Credit Assessment
 
Institutions (DBRS: BBB(low),
 
positive outlook, Fitch:
 
BBB-, stable outlook;
Scope: BBB,
 
stable outlook;
 
S&P: BBB-,
 
positive outlook),
 
and one
 
notch below
 
investment
 
grade by
 
the fifth
 
one, Moody’s
(Βa1, positive outlook) as of. 31 December
 
2024.
According to Bank of Greece (BoG) data, the
 
stock of credit to the non-financial private sector amounted to €113.2bn at the
end
 
of
 
2024,
 
up
 
from
 
€109.1bn
 
at
 
the
 
end
 
2023,
 
marking
 
a
 
gross
 
annual
 
increase
 
of
 
3.8%.
 
Adjusted
 
for
 
write-offs,
reclassifications
 
and foreign
 
exchange fluctuations,
 
the
 
annual growth
 
rate
 
of domestic
 
credit
 
to the
 
non-financial sector
stood at 8.3%. On the other
 
side of the ledger,
 
domestic non-financial private sector deposits were
 
up by 4.6% on an annual
basis, standing at €199.5bn
 
at the end of 2024 from
 
€190.7bn at the end of 2023.
 
On real estate market developments,
 
BoG
data
 
shows
 
that
 
residential
 
real
 
estate
 
prices
 
recorded
 
an annual
 
increase
 
of 9.2%
 
in the
 
first nine
 
months
 
of 2024,
 
and
commercial real
 
estate prices an annual increase of 7.8%
 
in the first half of 2024.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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In Bulgaria, real GDP growth came
 
in at 2.2% on an annual basis in the first three quarters of 2024, slightly higher compared
to 2.1%
 
in the
 
same
 
period
 
of 2023.
 
Household consumption
 
and investment
 
were
 
the
 
key
 
growth
 
drivers,
 
with the
 
former
GDP component benefitted
 
from declining unemployment, significant increases in the minimum
 
wage (+19.6% since 1 January
2024),
 
as
 
well
 
as
 
in public
 
sector
 
wages
 
and
 
pensions,
 
and
 
rapid
 
credit
 
expansion
 
for
 
consumption
 
purposes.
 
The
 
rise
 
in
investment
 
came
 
from
 
inventories
 
accumulation,
 
as gross
 
fixed capital
 
formation
 
was almost
 
flat.
 
The
 
contribution
 
of net
exports
 
weakened,
 
as
 
exports
 
contracted,
 
and
 
imports
 
expanded.
 
Based
 
on
 
the
 
autumn
 
forecasts
 
by
 
the
 
EC
 
(November
2024), GDP
 
growth
 
in 2024
 
was projected
 
at 2.4%,
 
while for
 
2025 a
 
moderate
 
increase to
 
2.9%
 
is anticipated.
 
Disinflation
progressed
 
in 2024 at
 
a much faster
 
pace than
 
in 2023,
 
with the
 
latest available
 
inflation print
 
of December
 
at 2.1%
 
on an
annual basis,
 
which led
 
to an average
 
annual HICP inflation
 
in 2024
 
of 2.6%, down
 
from 8.6%
 
in 2023.
 
The
 
December print
brought Bulgaria
 
just 10 bps
 
away from
 
fulfilling the
 
only pending criterion
 
for eurozone
 
entry, i.e.
 
the one
 
concerning price
stability.
 
The
 
EC forecast
 
for
 
HICP inflation
 
stands at
 
2.3% for
 
2025 due
 
to persistent
 
services
 
inflation. On
 
the
 
fiscal front,
according to preliminary
 
data from
 
the Ministry
 
of Finance,
 
the cash-based
 
fiscal deficit stood
 
at 3% of
 
the projected
 
GDP
in 2024. The
 
Eurostat-defined deficit
 
was projected by
 
the EC at
 
2.6% for 2024,
 
up from 2% in 2023.
 
Household demand will
continue supporting
 
GDP growth
 
in 2025,
 
on the
 
back of
 
expected historically
 
low unemployment
 
at 4%,
 
and new,
 
smaller
than in previous
 
years, increases in the
 
minimum wage, public sector salaries
 
and pensions. Investment
 
financed by the
 
RRF
are expected to bolster
 
gross fixed capital formation.
 
The risks to the
 
economic outlook related
 
to political uncertainty
 
may
ease in 2025,
 
after successful
 
negotiations for
 
a new coalition
 
government
 
following
 
the October
 
2024 elections, that
 
took
power in mid-January 2025. In October, Fitch Ratings has re-affirmed Bulgaria’s long-term foreign and local currency ratings
at ‘BBB’, with a positive rating
 
outlook.
In Cyprus, according to the
 
real GDP data for
 
the first nine months
 
of 2024, the
 
annual GDP growth
 
accelerated
 
to 3.7%, up
from 2.6% in
 
the same
 
period of 2023.
 
Although exports of goods
 
fell 2.1%,
 
higher exports of
 
services by
 
9.4%,
 
supported by
a range
 
of sectors
 
according to
 
current
 
account balance
 
data (tourism,
 
Information
 
and Communication
 
Technology
 
(ICT)
activities, financial
 
services),
 
led to
 
a 7.7%
 
increase
 
in total
 
exports, making
 
them
 
central
 
to the
 
GDP increase
 
in the
 
said
period. Household consumption (+4.2%), was the second more significant growth
 
driver, on the
 
back of a tight labour market
(unemployment at a 15-year low
 
of 5%). According to EC’s autumn economic forecasts (November
 
2024), Cyprus is expected
to grow by 3.6% in
 
2024, up from 2.5%
 
in 2023, with GDP
 
expansion decelerating in 2025 to
 
2.8%. HICP inflation
 
was projected
at 2.2% in 2024 and
 
2.1% in 2025 (2023:3.9%). Investment
 
is set to keep benefitting from the RRF funding in the coming years,
whereas
 
easing financial
 
conditions are
 
expected to
 
provide
 
a further
 
stimulus. Household
 
consumption will
 
be boosted
 
in
the coming years by a further decline in unemployment, to 4.7% in 2025
 
on the back of reforms in the labor market in
 
previous
years,
 
but
 
also
 
from
 
a
 
further
 
recovery
 
in
 
household
 
purchasing
 
power
 
due
 
to
 
increases
 
in
 
nominal
 
wages
 
and
 
declining
inflation. Export
 
performance
 
is projected
 
to continue
 
benefitting from
 
growing
 
tourist receipts
 
and a
 
dynamic outlook
 
for
services, particularly
 
related to the
 
ICT,
 
but also the
 
real estate and
 
energy sectors.
 
Indicative
 
of these
 
prospects is
 
the rise
in the
 
number of
 
tourists to a
 
new all-time
 
high in the
 
January-November
 
2024 period,
 
though the
 
annual rate
 
of increase
slowed
 
down
 
to
 
5%
 
from
 
the
 
20.4%
 
seen
 
in
 
2023.
 
In
 
December
 
2024,
 
Fitch
 
Ratings
 
and
 
S&P
 
Global
 
upgraded
 
Cyprus’s
sovereign credit
 
to A- from BBB+, with a stable outlook, on economic and fiscal overperformance.
Regarding the
 
outlook for
 
the
 
next 12
 
months, the
 
major macroeconomic
 
risks and
 
uncertainties
 
in Greece
 
and our
 
region
are associated with: (a)
 
the geopolitical tensions caused primarily by
 
the war in Ukraine and
 
the fragile situation in the Middle
East, their
 
implications
 
regarding regional
 
and global
 
stability and
 
security,
 
and their
 
repercussions
 
on the
 
global and
 
the
European economy, (b) an interruption
 
or even a reversal
 
of the disinflationary trend observed
 
in the past 24 months and its
impact on
 
economic growth,
 
employment,
 
public finances,
 
household budgets,
 
firms’ production
 
costs, external
 
trade
 
and
banks’
 
asset
 
quality,
 
as
 
well
 
as
 
any
 
potential
 
social
 
and/or
 
political
 
ramifications
 
this
 
may
 
entail,
 
(c)
 
the
 
timeline
 
of
 
the
potential further
 
interest
 
rate
 
cuts by
 
the
 
ECB and
 
the
 
Federal
 
Reserve
 
Bank, as
 
persistence
 
on high
 
rates
 
for
 
longer
 
may
keep exerting pressure
 
on sovereign and private borrowing
 
costs and certain financial institutions’ balance
 
sheets, but early
rate cuts entail
 
the risk of a
 
rebound in inflation,
 
(d) the prospect
 
of Greece’s
 
and Bulgaria’s major trade
 
partners, primarily
the euro area, remaining stagnant or even facing a temporary downturn,
 
(e) the elevated political and economic uncertainty
stemming from the international and trade policy decisions of
 
the new administration in the United States, (f) the persistently
large current account deficit that seems to become once again a structural feature of the Greek economy, (g) the absorption
capacity of the NGEU and MFF
 
funds and the attraction of new investments in the countries of
 
presence, especially in Greece,
(h) the
 
effective
 
and timely
 
implementation
 
of the
 
reform
 
agenda required
 
to meet the
 
RRF milestones and
 
targets and
 
to
boost productivity,
 
competitiveness, and
 
resilience and
 
(i) the
 
exacerbation
 
of natural
 
disasters due
 
to the
 
climate change
and their effect
 
on GDP,
 
employment, fiscal balance and sustainable
 
development in the
 
long run.
Materialization of the
 
above risks would have
 
potentially adverse effects
 
on the fiscal planning of the Greek
 
government, as
it could
 
decelerate
 
the pace
 
of expected
 
growth
 
and on
 
the
 
liquidity,
 
asset quality,
 
solvency
 
and profitability
 
of the
 
Greek
banking sector.
 
In this context,
 
the Group’s
 
Management and
 
Board are
 
continuously monitoring the
 
developments
 
on the
macroeconomic, financial and geopolitical
 
fronts as well as the
 
evolution of
 
the Group’s
 
asset quality and liquidity KPIs and
have maintained
 
a high level
 
of readiness,
 
so as to
 
accommodate decisions,
 
initiatives
 
and policies to
 
protect the
 
Group’s
capital, asset
 
quality and
 
liquidity standing
 
as well
 
as the
 
fulfilment,
 
to the
 
maximum possible
 
degree, of
 
its strategic
 
and
business goals in accordance with the
 
business plan for 2025 - 2027.
Share Capital
As at 31 December 2024:
a)
The
 
total
 
share
 
capital
 
of
 
Eurobank
 
Holdings
 
amounted
 
to
 
€808,881,992.38
 
divided
 
into
 
3,676,736,329
 
common
voting
 
shares
 
of nominal
 
value
 
of €0.22
 
each. All
 
shares are
 
registered,
 
listed on
 
the
 
Athens
 
Stock Exchange
 
and
incorporate all the
 
rights and obligations set by the
 
Greek legislation,
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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b)
The
 
number of
 
Eurobank
 
Holdings shares
 
held by
 
the
 
Group’s
 
subsidiaries in
 
the
 
ordinary course
 
of their
 
business
was 1,914,541 (31 December
 
2023: 4,346,566) (note 38 to the consolidated financial statements),
On
 
23
 
July
 
2024,
 
the
 
Annual
 
General
 
Meeting
 
(AGM)
 
of
 
the
 
shareholders
 
of
 
the
 
Company,
 
among
 
others,
 
approved
 
the
cancellation
 
of
 
52,080,673
 
treasury
 
shares
 
acquired
 
in
 
2023
 
from
 
Hellenic
 
Financial
 
Stability
 
Fund.
 
Following
 
the
 
said
cancellation,
 
the
 
share
 
capital
 
and the
 
share
 
premium
 
of the
 
Company decreased
 
by €
 
11,457,748.06
 
and €
 
16,274,764.99,
respectively.
Share capital increase
Following the
 
exercise of share options granted to executives of the Group under the current
 
share options’ plan (see below),
and by
 
virtue of
 
the
 
decision
 
of the
 
Board
 
of Directors
 
of the
 
Company on
 
30 August
 
2024,
 
the
 
Company’s share
 
capital
increased by €2,714,189.50
 
through the
 
issue of 12,337,225 new
 
common voting shares
 
of a nominal value of €0.22 per
 
share
and exercise price of €0.23 per share. The
 
total difference
 
above par,
 
which amounts to 123,372.25 euros, is credited into the
account “Share premium”.
 
The new shares
 
were listed on the
 
Athens Exchange on 12 September 2024.
Share options
Under the
 
five-year
 
shares award
 
plan approved
 
in 2020
 
and initiated
 
in 2021,
 
Eurobank
 
Holdings grants
 
to its employees
and the
 
employees
 
of its
 
affiliated
 
companies share
 
options rights,
 
issuing new
 
shares with
 
a corresponding
 
share capital
increase upon the options’ exercise.
 
The maximum number of rights that can be approved
 
was set at 55,637,000
 
rights, each
of which would
 
correspond to
 
one new share
 
with exercise
 
price equal to
 
€ 0.23. The
 
final terms and the
 
implementation of
the share options plan, which is a forward
 
-looking long-term incentive aiming at the
 
retention of key executives, are
 
defined
and approved annually by
 
the Board of Directors in accordance
 
with the applicable legal and regulatory
 
framework,
 
as well
as the policies of the Group.
The options are
 
exercisable in portions annually during a period from
 
one to five years, while each portion may be exercised
wholly or partly and converted into shares at the employees’
 
option, provided that they
 
remain employed by the
 
Group until
the first available exercise date. The corporate actions that adjust the number and
 
the price of shares also adjust
 
accordingly
the share options.
Further information
 
is provided in note 40 to consolidated
 
financial statements.
Dividends/Distribution of Profits
On 23 July
 
2024, the AGM of
 
the shareholders of the Company, among
 
others, approved a) the distribution of a cash
 
dividend
of
 
€342m
 
from
 
the
 
“Special
 
Reserves”
 
account,
 
following
 
the
 
approval
 
received
 
from
 
the
 
ECB
 
on
 
5
 
June
 
2024.
 
The
 
said
dividend corresponded
 
to a
 
30% payout
 
ratio
 
of the
 
Group’s
 
net profit
 
for
 
2023 and
 
a gross
 
dividend of
 
€0.09333045
 
per
share, following
 
the cancellation
 
of treasury shares stated above
 
and b) the distribution of €404,330 to senior management
and employees
 
of the
 
Company from
 
the “Special
 
Reserves”
 
account. In
 
addition, it
 
was noted
 
in AGM
 
that the
 
respective
amount that was approved
 
to be distributed to senior management and employees
 
of the Bank was € 26,237,474.
In December 2024, the
 
Bank proceeded with the
 
distribution of non-mandatory reserves
 
for a total amount of €240m which
is part
 
of the Bank’s
 
overall contribution to its sole shareholder, Eurobank Holdings, in order to
 
enable the latter to
 
remunerate
its shareholders out of
 
the profits of the financial year 2024,
 
in accordance with the provisions of article 162
 
par.3 of Company
Law 4548/2018.
Based
 
on
 
the
 
Group’s
 
financial
 
performance
 
for
 
the
 
financial
 
year
 
2024,
 
Eurobank
 
Holdings
 
intends
 
to
 
remunerate
 
its
shareholders
 
with
 
an
 
amount
 
of €674m
 
corresponding
 
to
 
a 50%
 
payout
 
ratio
 
of
 
the
 
Group’s
 
net
 
profit
 
for
 
2024
 
less
 
the
negative goodwill (€99.5m
 
gain on acquisition of a shareholding in Hellenic Bank),
 
subject to approval of the Annual General
Meeting of its
 
shareholders
 
and the
 
regulatory authorities.
 
The
 
final remuneration
 
will be a
 
combination of cash
 
and share
buyback.
Major Shareholders
Based on the most recent notifications that Eurobank Holdings has received from shareholders controlling
 
5 per cent or more
of Eurobank Holdings’
 
voting rights, such significant shareholders
 
are the following:
a)
“Fairfax
 
Financial
 
Holdings
 
Limited”,
 
holding
 
32.89%
 
of
 
Eurobank
 
Holdings’
 
total
 
share
 
capital
 
and
 
voting
 
rights,
corresponding to 1,209,223,895
 
Eurobank Holdings’ ordinary
 
shares (effective
 
since 23 January 2025).
Specifically,
 
following
 
the
 
changes in
 
the
 
Company’s share
 
capital in
 
the
 
third
 
quarter
 
of 2024
 
(section of
 
“Share
capital”), and based
 
on the
 
latest notification
 
that Eurobank
 
Holdings had received
 
from Fairfax
 
Group (“Fairfax”),
the
 
latter
 
held 33.29%
 
of Eurobank
 
Holdings’
 
total number
 
of voting
 
rights as
 
at 31
 
December
 
2024 (31
 
December
2023: 32.93%).
 
On 23 January
 
2025, the
 
Company announced that
 
it had been
 
informed
 
by Fairfax
 
that the
 
latter
had sold 80
 
million ordinary
 
shares of the
 
Company through
 
an accelerated
 
book building
 
procedure
 
reserved
 
for
qualified investors (the
 
“Transaction”).
 
The Transaction
 
represented a
 
mandatory technical
 
adjustment to Fairfax’s
significant equity holding in the
 
Company, with Fairfax
 
remaining a long-term, committed reference
 
shareholder of
the Company. Furthermore,
 
on 7 February 2025, the Company announced that it had been informed by Fairfax,
 
that
following
 
the
 
aforementioned
 
sale,
 
the
 
latter
 
holds
 
32.89% of
 
Eurobank
 
Holdings’
 
total
 
share
 
capital
 
and
 
voting
rights.
 
b)
“The
 
Capital
 
Group
 
Companies,
 
Inc”,
 
holding
 
5,11%
 
of
 
Eurobank
 
Holdings’
 
total
 
number
 
of
 
voting
 
rights,
corresponding to
 
187,812,291
 
voting rights of
 
Eurobank Holdings’
 
ordinary shares.
 
(effective
 
since 1 December
 
2020,
while the percentage calculation is based on
 
the new total Company’s listed
 
shares that are tradeable on the Athens
Stock Exchange, following the
 
last share capital increase due to the exercise
 
of stock option rights),
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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c)
The “Helikon Investments Limited”, holding 5.06% of Eurobank Holdings’ total number of voting rights, corresponding
to
 
185,957,220
 
voting
 
rights
 
of
 
Eurobank
 
Holdings’
 
ordinary
 
shares.
 
(effective
 
since
 
25
 
January
 
2023,
 
while
 
the
percentage
 
calculation is
 
based on the
 
new total
 
Company’s listed shares
 
that are
 
tradeable on
 
the Athens
 
Stock
Exchange, following the
 
last share capital increase due to the
 
exercise of stock option rights).
Sundry information required
 
under Law 3556/2007 (article 4, par.7)
According to the Articles of Association:
a)
there are
 
no restrictions on the transfer
 
of the Eurobank
 
Holdings’ shares,
b)
there are
 
no shares with special controlling
 
or voting rights,
c)
there are
 
no restrictions on voting rights,
d)
the rules related
 
to the appointment
 
and replacement
 
of directors as well
 
as to the amendment
 
of the Articles
of Association are in accordance
 
with the provisions
 
of company law.
Eurobank Holdings is not aware of any shareholders’
 
agreements resulting in restrictions in the transfer
 
of its shares or in the
exercise of the shares’ voting rights. There
 
are no significant agreements that enter into force, are amended or expire if there
is change in the control
 
of Eurobank Holdings following
 
a public offer.
 
There
 
are no agreements between Eurobank
 
Holdings
and the Directors or the
 
staff for compensation
 
in the event
 
of departure as a result of a public offer.
Board of Directors
The Board
 
of Directors
 
(BoD) was elected
 
by the
 
Annual General
 
Meeting of the
 
Shareholders
 
(AGM) held
 
on 23 July
 
2024
for a
 
three - year
 
term of office
 
that will expire
 
on 23 July 2027,
 
prolonged until
 
the end of
 
the period
 
the AGM
 
for the
 
year
2027 will take place.
The BoD of Eurobank Holdings is set out in note 48 to the consolidated financial statements. Personal details of the Directors
are available on the website of Eurobank
 
Holdings (www.eurobankholdings.gr).
Information required
 
under Law 4548/2018 (article 97,
 
par.1
 
(b))
According to
 
article 97
 
par.
 
1 (b) of
 
Law 4548/2018
 
the BoD
 
members
 
owe to
 
disclose in a
 
timely and
 
adequate manner
 
to
the other
 
members of
 
the BoD
 
their own
 
interests, which may
 
arise from
 
the company's
 
transactions, which
 
fall within
 
their
duties, as well
 
as any conflict
 
of their
 
interests with
 
those of the
 
company or its
 
related companies.
 
In such case
 
and in line
with the provisions
 
of article 97 par 3 of the same law,
 
the member of the
 
BoD is not entitled to vote on issues in which there
is a conflict of interest with his own company or persons
 
with whom he is a related party.
 
In these cases, decisions are taken
by the other
 
BoD members.
For 2024, the
 
following issues were
 
noted in which there was a conflict of interest
 
with Eurobank Holdings:
For
 
the purposes of
 
discussions related
 
to the proposed
 
amendment of the
 
Shareholders Agreement
 
of Grivalia Hospitality
S.A.,
 
which
 
involved
 
a
 
business
 
arrangement
 
between
 
Eurobank,
 
a
 
subsidiary
 
of
 
Eurobank
 
Holdings,
 
and
 
certain
 
related
parties, the
 
Board
 
member
 
Mr.
 
B. Martin
 
was not
 
entitled to
 
vote.
 
This
 
restriction
 
was in
 
accordance
 
with paragraph
 
3 of
Article 97
 
of Company
 
Law 4548/2018,
 
due to
 
a conflict
 
of interest
 
arising from
 
Mr.
 
Martin’s position
 
as Vice
 
Chairman of
Strategic
 
Investments
 
at
 
Fairfax,
 
a
 
significant
 
shareholder
 
of
 
Eurobank
 
Holdings
 
and
 
a
 
related
 
party
 
to
 
the
 
particular
arrangement.
For
 
the
 
purposes
 
of a)
 
decisions
 
relating
 
to the
 
Stock
 
Options
 
plan (4th
 
series
 
implementation)
 
approved
 
by
 
the
 
Annual
General
 
Meeting of Shareholders
 
in 2020 b) approvals
 
according to article
 
86 of Law 4261/2014,
 
the CEO
 
Mr. Karavias
 
and
the Deputy
 
CEOs Messrs. Ioannou
 
and Vassiliou
 
were
 
not entitled to vote,
 
according to the
 
provisions
 
of par.
 
3 of art. 97
 
of
the Law 4548/2018, due to conflict of interests.
Related party transactions
As at
 
31 December
 
2024, the
 
Group’s
 
outstanding balances
 
of the
 
transactions
 
and the
 
relating net
 
income
 
/ expense
 
for
2024 with (a) the
 
key management personnel
 
(KMP) and the entities
 
controlled or jointly controlled
 
by KMP are: receivables
€5.3m, liabilities €21.2m, net expense €9m (b) the Fairfax
 
group (excluding Eurolife
 
FFH Insurance Group
 
Holdings S.A., which
is also a Group’s associate) are:
 
receivables €164.2m, liabilities €23.4m, guarantees issued €2.5m, net income
 
€18.8m and (c)
the associates
 
and joint ventures
 
and the Eurobank
 
Group’s personnel
 
occupational insurance
 
fund
are: receivables
 
€100m,
liabilities €106m, net expense €69m.
KMP are
 
entitled to
 
compensation in
 
the
 
form
 
of short-term
 
employee
 
benefits of
 
€11.8m (2023:
 
€8.3m) including
 
€2.2m in
upfront
 
variable
 
remuneration
 
awarded
 
as
 
profit
 
sharing,
 
and
 
long-term
 
employee
 
benefits
 
amounting
 
to
 
€5.3m
 
(2023:
€1.4m) including €3.2m
 
in deferred
 
variable remuneration
 
awarded as profit
 
sharing and payable
 
in equal instalments
 
over
the next 4-5 years. In addition, KMP have been granted €5.5m in variable remuneration
 
through share options (2023: €7.8m),
€3.3m
 
of
 
which
 
relates
 
to
 
options
 
exercisable
 
in
 
equal
 
portions
 
over
 
the
 
next
 
4-5
 
years.
 
The
 
variable
 
remuneration
 
was
awarded, following
 
the Annual
 
General
 
Meetings of the
 
shareholders
 
of the Company
 
and the Bank
 
taken place
 
on 23 July
2024, in accordance with the
 
Company’s and the Bank’s remuneration
 
policy.
At the same date, the
 
Company’s outstanding balances of the
 
transactions and the
 
relating net income / expense
 
for
 
2024
with (a) KMP are: compensation €0.4m that is referring
 
mainly to KMP services provided by Eurobank S.A. in accordance
 
with
the
 
relevant
 
agreement,
 
(b)
 
the
 
Fairfax
 
group
 
refer
 
to
 
receivables
 
and
 
operating
 
income
 
of
 
€0.33m
 
related
 
to
 
financial
consulting
 
services,
 
(c)
 
the
 
subsidiaries
 
are:
 
receivables
 
€1,822.5m,
 
liabilities
 
€0.8m
 
and
 
net
 
income
 
€355.2m
 
and
 
(d)
 
the
Group’s associate Eurolife
 
FFH Insurance Group Holdings
 
S.A. are: operating expense of €0.1m.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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All transactions
 
with related
 
parties are
 
entered into
 
the normal
 
course of
 
business and
 
are conducted
 
on an arm's
 
length
basis. Further
 
information
 
is provided
 
in the
 
note 46
 
to the
 
consolidated financial
 
statements
 
and note
 
19 to
 
the
 
financial
statements of the Company.
External Auditors
The Eurobank
 
Holdings’ Shareholders Annual General
 
Meeting held on 23 July 2024 approved the appointment of KPMG, as
statutory auditor for the
 
financial statements (separate
 
and consolidated) for the
 
year ending 31 December 2024.
During 2024,
 
the
 
Audit Committee
 
reviewed
 
KPMG’s independence
 
and effectiveness,
 
along with
 
its annual
 
audit plan.
 
In
addition, the
 
Audit Committee
 
ensured
 
on a
 
quarterly
 
basis that
 
a) the
 
non-audit services
 
assigned to
 
KPMG, have
 
been
reviewed
 
and approved
 
as required
 
and b) there
 
is a proper
 
balance between
 
the audit and
 
non-audit fees
 
paid to KPMG,
in
 
accordance
 
with
 
the
 
relevant
 
provisions
 
of
 
the
 
Group’s
 
Policy
 
on
 
External
 
Auditors’
 
Independence
 
(note
 
47
 
of
 
the
consolidated financial statements).
Corporate Governance
 
Statement
In compliance with
 
the art.
 
17 of the
 
Law 4706/2020 for
 
the listed companies,
 
which stipulates that
 
listed companies should
adopt and implement a corporate governance code, prepared by a recognized and reputable body, and following a relevant
resolution
 
of
 
the
 
Board
 
of
 
Directors
 
of
 
Eurobank
 
Holdings
 
on
 
29
 
September
 
2021,
 
Eurobank
 
Holdings
 
has
 
adopted
 
and
implements
 
the
 
Hellenic
 
Corporate
 
Governance
 
Code
 
(Code).
 
The
 
Code
 
has
 
been
 
posted
 
on
 
Eurobank
 
Holdings’
 
website
(www.eurobankholdings.gr).
The Corporate
 
Governance Statement
 
for the year
 
2024, attached herewith,
 
is an integral part of the Directors’
 
Report, and
outlines how
 
the
 
principles stipulated
 
by the
 
Code were
 
applied, during
 
2024, to
 
Eurobank
 
Holdings
 
and to
 
Eurobank
 
S.A.
(100% subsidiary of Eurobank Holdings).
Sustainability Statement
Under the Directive
 
(EU) 2022/2464 and the Delegated Directive
 
(EU) 2023/2775 as in force,
 
which were transposed
 
into the
Greek legislation pursuant
 
to Law 5164/2024 as in force,
 
the Sustainability Statement
 
for the
 
year 2024, attached
 
herewith,
is an integral part
 
of the Directors’
 
Report and provides the
 
necessary information
 
to understand the
 
impact of the Group’s
activities on sustainability, as well as the
 
impact of sustainability on the progress,
 
performance and position
 
of the Group.
Georgios Zanias
 
Fokion
 
Karavias
Chairman
 
Chief Executive Officer
7 March 2025
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
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APPENDIX
Definition of Alternative Performance
 
Measures (APMs) in accordance with European
 
Securities and Markets Authority
(ESMA) guidelines, which are included in the
 
Report of Directors/Financial Statements:
a)
Loans to Deposits ratio:
 
Loans and advances
 
to customers at
 
amortised cost divided by
 
due to customers
 
at the
end of the reported period,
 
b)
Pre-Provision
 
Income
 
(PPI):
 
Profit
 
from
 
operations
 
before
 
impairments,
 
provisions
 
and
 
restructuring
 
costs
 
as
disclosed in the financial statements
 
for the
 
reported period,
c)
Core
 
income:
 
The
 
total
 
of
 
net
 
interest
 
income,
 
net
 
banking
 
fee
 
and
 
commission
 
income
 
and
 
income
 
from
 
non
banking services for
 
the reported period,
d)
Core Pre-provision
 
Income (Core PPI):
 
The core
 
income minus the operating
 
expenses of the reported
 
period,
e)
Net Interest Margin (NIM):
 
The net interest income of the
 
reported period, annualised and divided by the average
balance of
 
continued operations’
 
total assets
 
(the
 
arithmetic average
 
of total
 
assets, excluding
 
those related
 
to
discontinued operations’,
 
at the
 
end of the
 
reported period,
 
at the
 
end of interim
 
quarters and
 
at the
 
end of the
previous period),
f)
Fees and commissions:
 
The total of net banking fee
 
and commission income and
 
income from non banking services
of the reported period,
g)
Fees and commissions over assets ratio:
The Fees and commissions of the reported period, annualised
 
and divided
by
 
the
 
average
 
balance
 
of continued
 
operations’
 
total
 
assets (the
 
arithmetic
 
average
 
of total
 
assets, excluding
those related to discontinued operations’,
 
at the end of the
 
reported period, at the
 
end of interim quarters and at
the end of the
 
previous period),
 
h)
Income
 
from
 
trading
 
and
 
other
 
activities
:
 
The
 
total
 
of
 
net
 
trading
 
income,
 
gains
 
less
 
losses
 
from
 
investment
securities and other
 
income/ (expenses) of the
 
reported period,
i)
Cost to Income ratio:
 
Total
 
operating expenses
 
divided by total operating
 
income,
j)
Adjusted
 
net
 
profit:
Net
 
profit/loss
 
attributable
 
to
 
shareholders
 
excluding
 
restructuring
 
costs,
 
goodwill
impairment/ gain on acquisition, gains/losses related
 
to the transformation
 
and NPE reduction plans, contribution
to Greek State’s infrastructure
 
projects,
 
net loss from discontinued operations
 
and income tax adjustments,
k)
Non-performing
 
exposures
 
(NPE):
 
NPE (in
 
compliance
 
with
 
EBA Guidelines)
 
are the
 
Group’s
 
material
 
exposures
which are more than
 
90 days past-due or for
 
which the debtor is assessed
 
as unlikely to pay its credit
 
obligations
in full without
 
realization of
 
collateral,
 
regardless of
 
the existence
 
of any past due
 
amount or the
 
number of days
past due. The
 
NPE, as reported herein,
 
refer to
 
the gross
 
loans at amortised cost
 
except for
 
those that
 
have been
classified as held for
 
sale,
l)
NPE ratio:
 
NPE divided
 
by gross
 
loans and
 
advances to
 
customers
 
at amortised
 
cost at
 
the
 
end of
 
the reported
period,
m)
NPE formation:
 
Net increase/decrease of NPE in the
 
reported period excluding the
 
impact of write offs, sales and
other movements,
n)
NPE Coverage
 
ratio:
 
Impairment allowance
 
for loans
 
and advances
 
to customers
 
and impairment
 
allowance for
credit related commitments
 
(off balance sheet
 
items), divided by NPE at the end
 
of the reported period,
o)
Provisions
 
(charge) to
 
average
 
net loans
 
ratio
 
(Cost of Risk):
 
Impairment losses
 
relating to
 
loans and advances
charged
 
in
 
the
 
reported
 
period,
 
excluding
 
the
 
amount
 
associated
 
with
 
loans
 
and
 
advances
 
to
 
customers
 
at
amortized cost classified
 
as held for
 
sale,
 
annualised and divided
 
by the
 
average
 
balance of loans
 
and advances
to customers at amortised cost (the
 
arithmetic average
 
of loans and advances to customers at amortised cost, at
the end of the
 
reported period, at the
 
end of interim quarters and at the
 
end of the previous
 
period),
p)
Return on
 
tangible
 
book
 
value
 
(RoTBV):
Adjusted
 
net
 
profit
 
divided
 
by
 
average
 
tangible
 
book
 
value.
 
Tangible
book value is the total equity excluding preference
 
shares, preferred
 
securities and non controlling interests
 
minus
intangible assets,
Definition of capital and other
 
selected ratios
 
in accordance with the
 
regulatory framework,
 
which are included in the
Report of Directors/Financial Statements:
a)
Total
 
Capital
 
Adequacy
 
ratio:
 
Total
 
regulatory
 
capital
 
as
 
defined
 
by
 
Regulation
 
(EU)
 
No
 
575/2013
 
as
 
in
 
force,
based on the transitional rules
 
for the reported period,
 
divided by total Risk Weighted Assets (RWA).
 
The RWA
 
are
the Group’s
 
assets and off-balance-sheet
 
exposures, weighted according to risk factors
 
based on Regulation (EU)
No 575/2013, taking into account credit,
 
market and operational
 
risk,
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
17
|
Page
 
€ = Euro
 
m = million
 
bn = billion
b)
Common Equity Tier 1 (CET1):
 
Common Equity Tier I regulatory
 
capital as defined by Regulation
 
(EU) No 575/2013
as in force,
 
based on the transitional
 
rules for the
 
reported period, divided by
 
total RWA,
c)
Fully loaded Common
 
Equity Tier
 
I (CET1):
 
Common Equity
 
Tier
 
I regulatory
 
capital as
 
defined by
 
Regulation No
575/2013 as in force,
 
without the application
 
of the relevant transitional
 
rules, divided by total RWA,
d)
Liquidity Coverage Ratio (LCR):
 
The total amount of high quality liquid assets divided by the net liquidity
 
outflows
for a 30-day stress period,
e)
Minimum Requirements for Eligible Own Funds and Eligible Liabilities (MREL) ratio:
The sum of i) total regulatory
capital (at
 
Eurobank
 
S.A. consolidated
 
level) as
 
defined by
 
Regulation (EU)
 
No 575/2013 as in
 
force,
 
based on the
transitional rules
 
for the
 
reported period
 
ii) part of any Tier
 
2 instruments to the
 
extent that it
 
does not qualify as
Tier 2 capital (amortized part counts towards MREL), and iii)
 
liabilities issued by Eurobank S.A. that meet the MREL-
eligibility criteria set out in Regulation (EU) No 575/2013
 
as in force,
 
divided by RWA.
The
 
following
 
table
 
presents
 
the
 
components
 
of
 
the
 
calculation
 
of
 
the
 
above
 
APMs,
 
which
 
are
 
derived
 
from
 
the
Company’s
 
consolidated
 
financial
 
statements
 
for
 
the
 
year
 
ended
 
31
 
December
 
2024
 
and
 
for
 
the
 
year
 
ended
 
31
December 2023:
Components of Alternative Performance
 
Measures
€ million
FY 2024
FY 2023
Net Interest Income
¹
2,507
2,174
Fees and commissions
666
544
Total Operating
 
income
 
3,341
2,914
Total Operating
 
income, excluding the gain on investment
 
in Hellenic Bank
²
3,242
2,803
Total Operating
 
expenses excluding the contribution to Greek
 
State’s
infrastructure projects
³
(1,071)
(902)
Pre-provision
 
income (PPI)
2,242
1,999
Pre-provision
 
income (PPI), excluding the gain on investment
 
in Hellenic Bank and
the contribution to Greek State’s
 
infrastructure projects
2,170
1,902
Core Pre-provision
 
income (Core PPI) excluding the
 
contribution to Greek State’s
infrastructure projects
2,101
1,816
Net profit/(loss) from continued operations
1,511
1,281
Restructuring costs, after tax
(121)
(29)
Gain on investment in Hellenic Bank (as an associate)
99.5
111
Contribution to Greek State’s infrastructure
 
projects, before
 
tax
 
(27)
(14)
Contribution to Greek State’s infrastructure
 
projects, after tax
 
(19)
(10)
Impairment loss/reversal
 
on projects "Solar" and "Leon", after tax
11
(48)
Impairment loss/reversal
 
on projects "Solar" and "Leon", before
 
tax
16
(67)
Adjusted net profit
1,484
1,256
Net profit attributable to shareholders
1,448
1,140
Net loss from discontinued operations
(7)
(141)
Impairment losses relating to loans and advances
(303)
(412)
NPE formation
⁽⁴⁾
222
138
Non performing exposures (NPE)
1,719
1,512
NPE excluding Hellenic Bank NPEs covered
 
by Asset Protection Scheme
 
(APS)
1,530
1,512
Due to customers
78,593
57,442
Gross Loans and advances to customers
 
at amortized cost
52,245
42,773
Impairment allowance for
 
loans and advances to customers
(1,309)
(1,258)
Impairment allowance for
 
credit related commitments
(63)
(48)
Impairment allowance for
 
NPE of Hellenic Bank covered by APS
(19)
 
-
Due to customers (Greek operations)
43,287
39,950
Gross Loans and advances to customers
 
at amortized cost (Greek operations)
34,682
32,308
Impairment allowance for
 
loans and advances to customers (Greek
 
operations)
(998)
(1,003)
Average
 
balance of continued operations’
 
total assets
 
⁽⁵⁾
91,721
79,106
Average
 
balance of loans and advances to customers
 
at amortized cost
 
⁽⁶⁾
46,237
40,645
Average
 
balance of tangible book value
⁽⁷⁾
8,024
6,957
(1)
4Q2024 NIM: Net
 
interest income
 
of the
 
fourth
 
quarter 2024 (€677m),
 
annualised, divided by
 
the average
 
balance of
 
continued
operations’
 
total
 
assets
 
(€100,372m).
 
The
 
average
 
balance
 
of
 
continued
 
operations’
 
total
 
assets,
 
has
 
been
 
calculated
 
as
 
the
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
 
REPORT OF THE DIRECTORS
18
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Page
 
€ = Euro
 
m = million
 
bn = billion
arithmetic
 
average
 
of their
 
balances
 
at
 
the
 
end of
 
the
 
reporting period
 
(31 December
 
2024: €101,150
 
m) and
 
at
 
the
 
end of
 
third
quarter (30 September 2024: €99,593m).
(2)
International
 
Operations:
 
Operating
 
income:
 
€1,260m
 
(2023:
 
€778m).
 
Greek
 
operations:
 
Operating
 
income:
 
€1,982
 
m
 
(2023:
€2,025m).
(3)
 
International
 
Operations:
 
Operating
 
expenses:
 
€408m
 
(2023:
 
€258m).
 
Greek
 
operations:
 
Operating
 
expenses:
 
€663m
 
(2023:
€644m).
(4)
NPEs
 
formation
 
has
 
been
 
calculated
 
as
 
the
 
increase
 
of
 
NPE
 
in
 
2024
 
€18m,
 
after
 
deducting
 
the
 
impact
 
of
 
write-offs
 
€95m,
classifications as held for
 
sale / sales €242m and other movements
 
(€133m) including the NPE stock from Hellenic Bank acquisition.
(5)
The average balance of continued operations’
 
total assets, has been calculated as the arithmetic average of their balances at the
end of the reporting period (31 December 2024: €101,150
 
m), at the end of interim quarters (30 September 2024: €99,593m, 30 June
2024: €98,725m and 31 March 2024:
 
€79,356m), and at the end of the previous period (31 December 2023: €79,781m).
 
The respective
figures for
 
31 December
 
2023: €79,781
 
m, 30
 
September 2023:
 
€78,023m 30
 
June 2023:
 
€79,137
 
m
 
31 March
 
2023: €79,538
 
and 31
December 2022: €79,052m.
(6)
The
 
average
 
balance of
 
loans and
 
advances to
 
customers measured
 
at amortized
 
cost ,
 
has been
 
calculated as
 
the
 
arithmetic
average
 
of their
 
balances
 
at the
 
end of
 
the
 
reporting
 
period
 
(31 December
 
2024: €50,936m),
 
at the
 
end of
 
interim quarters
 
(30
September 2024:
 
€49,095
 
m, 30
 
June 2024:
 
€48,093m
 
and 31
 
March 2024:
 
€41,546m), and
 
at
 
the
 
end of
 
the
 
previous
 
period (31
December 2023
 
€41,515m). The
 
respective figures
 
for
 
31 December
 
2023: €41,515m,
 
30 September
 
2023: €40,734m
 
30 June
 
2023:
€40,604m
 
31 March 2023: €40,137 and 31 December 2022: €40,237m.
(7)
 
The
 
average
 
balance
 
of
 
tangible
 
book
 
value,
 
has
 
been
 
calculated
 
as
 
the
 
arithmetic
 
average
 
of
 
the
 
total
 
equity
 
minus
 
the
intangible assets and non
 
controlling interests
 
at the
 
end of the
 
reporting period (31
 
December 2024: €8,484m)
 
and at the
 
end of
the previous
 
period (31
 
December 2023:
 
€7,565m).
The
 
respective figures
 
for 31
 
December 2023:
 
€7,565m
 
and 31 December
 
2022:
€6,340m.
Note: For the
 
purpose of calculating the 2024 average balances used in the ratios
 
a) NIM, b) Fees and commissions over assets and
c)
 
Cost
 
of
 
risk,
 
the
 
balances
 
as
 
of
 
30
 
June
 
2024
 
for
 
continued
 
operations’
 
total
 
assets
 
and
 
loans
 
and
 
advances
 
to
 
customers
measured at amortized cost have been adjusted to include the
 
impact of respective balances for
 
Hellenic Bank group.
 
Source of financial Information
 
The
 
Directors’
 
Report
 
includes
 
financial
 
data
 
and
 
measures
 
as
 
derived
 
from
 
the
 
Company’s
 
consolidated
 
financial
statements for the year ended 31 December 2024
 
and for the year ended
 
31 December 2023, which have
 
been prepared
in accordance
 
with International
 
Financial Reporting
 
Standards (IFRS).
 
In addition,
 
it includes information
 
as derived
from
 
internal
 
information
 
systems,
 
consistent
 
with
 
the
 
Group’s
 
accounting
 
policies,
 
such
 
as
 
the
 
selected
 
financial
information
 
for
 
the
 
Group’s
 
two
 
main
 
reportable
 
segments
 
a)
 
Greek
 
Operations,
 
which
 
incorporate
 
the
 
business
activities originated
 
from the
 
Company,
 
the Bank
 
and the
 
Greek subsidiaries
 
and b) International
 
Operations,
 
which
incorporate
 
the
 
business activities
 
originated from
 
the
 
banks and
 
the
 
other
 
local subsidiaries
 
operating
 
in Bulgaria,
Cyprus and Luxembourg (as described at the
 
relevant section on page 4).
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
1
|
Page
 
CORPORATE GOVERNANCE
 
STATEMENT
 
2024
Index to the Corporate Governance
 
Statement
1.
Introduction .................................................................................................................................................................................
 
3
2.
Adoption of the Hellenic Corporate
 
Governance Code ....................................................................................................
 
3
3.
Corporate Governance
 
and Key Policies ..............................................................................................................................
 
3
3.1
 
Internal Governance
 
Control Manual ................................
 
................................
 
................................
 
................................
 
............... 3
3.2
 
Board Nomination Policy ................................
 
................................
 
................................
 
................................
 
................................
 
........
 
3
3.3
 
CEO Succession Planning................................
 
................................
 
................................
 
................................
 
................................
 
........
 
5
3.4
 
Board Evaluation Policy ................................
 
................................
 
................................
 
................................
 
................................
 
...........
 
5
3.5
 
Board of Directors Diversity
 
Policy
 
................................
 
................................
 
................................
 
................................
 
..................... 6
3.6
 
Remuneration
 
Policy................................
 
................................
 
................................
 
................................
 
................................
 
.................. 6
3.7
 
Board and Board Committees’ Attendance
 
Policy
 
................................
 
................................
 
................................
 
.................... 7
3.8
 
Directors’ Induction and Continuous Professional
 
Development Process
 
................................
 
................................
 
...... 7
3.9
 
Group Governance
 
Policy
 
................................
 
................................
 
................................
 
................................
 
................................
 
....... 7
3.10
 
Conflicts of interest Policy ................................
 
................................
 
................................
 
................................
 
................................
 
......
 
8
3.11
 
Other Key
 
Policies
 
................................
 
................................
 
................................
 
................................
 
................................
 
....................... 8
4.
Shareholders’ General
 
Meeting ..............................................................................................................................................8
4.1
 
Information about the
 
Eurobank Holdings General
 
Meetings
 
................................
 
................................
 
............................. 9
4.1.1
 
Requirements for
 
calling and convening the General
 
Meetings
 
................................
 
................................
 
...........
 
9
4.1.2
 
Participation and proxies ................................
 
................................
 
................................
 
................................
 
......................... 9
4.1.3
 
Annual General Meeting (AGM)
 
of the shareholders ................................
 
................................
 
................................
 
.
 
9
4.2
 
Information about the
 
Eurobank General
 
Meetings
 
................................
 
................................
 
................................
 
............... 10
4.2.1
 
Annual General Meeting (AGM)
 
of the shareholders ................................
 
................................
 
............................... 10
5.
Board of Directors ....................................................................................................................................................................
 
11
5.1
 
General
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
............ 11
5.2
 
Composition of the Board ................................
 
................................
 
................................
 
................................
 
................................
 
..... 11
5.3
 
CVs of Board Board
 
members and Secretary ................................
 
................................
 
................................
 
............................ 12
5.4
 
Re-election, Cessation, and Independence of Board
 
Members ................................
 
................................
 
......................... 17
5.5
 
Division of responsibilities ................................
 
................................
 
................................
 
................................
 
................................
 
.... 18
5.5.1
 
Chairperson................................
 
................................
 
................................
 
................................
 
................................
 
.................... 18
5.5.2
 
CEO ................................................................
 
................................
 
................................
 
................................
 
................................
 
.... 18
5.5.3
 
Executive Directors ................................
 
................................
 
................................
 
................................
 
................................
 
..... 18
5.5.4
 
Non-Executive Directors ................................
 
................................
 
................................
 
................................
 
.......................... 19
5.6
 
Operation of the
 
Board ................................
 
................................
 
................................
 
................................
 
................................
 
......... 19
5.6.1
 
Board Meetings................................
 
................................
 
................................
 
................................
 
................................
 
............ 19
5.6.2
 
Dissemination of Information ................................
 
................................
 
................................
 
................................
 
............... 19
5.6.3
 
Quorum in the Board Meetings ................................
 
................................
 
................................
 
................................
 
........... 19
5.6.4
 
Board Decisions and Minutes ................................
 
................................
 
................................
 
................................
 
............... 19
5.6.5
 
Company Secretary ................................
 
................................
 
................................
 
................................
 
................................
 
..
 
20
5.7
 
Attendance of Board members
 
in the Board and Board Committees ................................
 
................................
 
......... 20
5.8
 
Directorships of Board members ................................
 
................................
 
................................
 
................................
 
...................... 21
5.8.1
 
HoldCo and Eurobank Board
 
Members’ Directorships (including Directorships within
 
Eurobank
 
Group) as at 31.12.2024 ................................................................
 
................................
 
................................
 
........................... 22
5.9
 
Board Role and Responsibilities
 
................................
 
................................
 
................................
 
................................
 
....................... 23
5.10
 
Main issues the Board dealt with during 2024 ................................
 
................................
 
................................
 
......................... 24
5.10.1
 
Eurobank Holdings
 
................................
 
................................
 
................................
 
................................
 
................................
 
..... 24
5.10.2
 
Bank
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
..
 
25
5.10.3
 
Board Strategy Day ................................
 
................................
 
................................
 
................................
 
................................
 
..
 
28
5.11
 
Board and Board Committees overall
 
effectiveness
 
assessment ................................
 
................................
 
................... 28
5.11.1
 
Board and Board Committees Evaluation ................................
 
................................
 
................................
 
.................... 28
5.11.2
 
Assessment of the knowledge,
 
skills and experience (KSE) of the Board
 
collectively as well as
 
 
the KSE and contribution of individual Board members. ................................
 
................................
 
....................... 29
5.11.3
 
Individual Evaluations
 
................................
 
................................
 
................................
 
................................
 
.............................. 29
5.11.4
 
Collective Suitability Assessment................................
 
................................
 
................................
 
................................
 
....... 30
5.12
 
Directors’ Induction and Continuous Professional
 
Development ................................
 
................................
 
.................... 30
6.
Board Committees ..................................................................................................................................................................
 
30
6.1
 
Governance and Operations
 
of Board Committees
 
................................
 
................................
 
................................
 
............... 31
6.1.1
 
Board Committees’ members ................................
 
................................
 
................................
 
................................
 
............... 31
6.1.2
 
Board Committees’ Terms
 
of Reference (ToR) ................................
 
................................
 
................................
 
............. 31
6.1.3
 
Board Committees’ meetings ................................
 
................................
 
................................
 
................................
 
............... 31
6.1.4
 
Quorum in the Board Committees’
 
Meetings
 
................................
 
................................
 
................................
 
............... 31
6.1.5
 
Board Committees’ Decisions
 
................................
 
................................
 
................................
 
................................
 
............... 31
6.1.6
 
Board Committees’ Secretary and Minutes ................................
 
................................
 
................................
 
.................. 31
6.1.7
 
Board Committees’ Performance
 
Evaluation ................................
 
................................
 
................................
 
............... 31
6.2
 
Audit Committee
 
................................
 
................................
 
................................
 
................................
 
................................
 
....................... 31
6.2.1
 
AC Membership/Composition
 
................................
 
................................
 
................................
 
................................
 
.............. 32
6.2.2
 
AC Meetings................................
 
................................
 
................................
 
................................
 
................................
 
.................. 32
6.2.3
 
Attendance to the AC Meetings ................................
 
................................
 
................................
 
................................
 
......... 32
6.2.4
 
AC’s Performance
 
Evaluation
 
................................
 
................................
 
................................
 
................................
 
............... 33
6.2.5
 
ACs’ Activity in 2024 ................................................................
 
................................
 
................................
 
................................
 
.
 
33
6.3
 
Board Risk Committee ................................
 
................................
 
................................
 
................................
 
................................
 
.......... 36
6.3.1
 
BRC Membership/Composition
 
................................
 
................................
 
................................
 
................................
 
........... 36
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
2
|
Page
 
6.3.2
 
BRC Meetings
 
................................
 
................................
 
................................
 
................................
 
................................
 
................
 
37
6.3.3
 
Attendance to the BRC Meetings ................................
 
................................
 
................................
 
................................
 
.......
 
37
6.3.4
 
BRCs’ Performance
 
Evaluation
 
................................
 
................................
 
................................
 
................................
 
.............
 
37
6.3.5
 
BRCs’ Activity in 2024
 
................................
 
................................
 
................................
 
................................
 
.............................. 38
6.4
 
Remuneration
 
Committee
 
................................
 
................................
 
................................
 
................................
 
................................
 
.. 39
6.4.1
 
RemCos Membership/Composition ................................
 
................................
 
................................
 
................................
 
.. 39
6.4.2
 
RemCos meetings
 
................................
 
................................
 
................................
 
................................
 
................................
 
...... 40
6.4.3
 
Attendance to the RemCo meetings ................................
 
................................
 
................................
 
............................... 40
6.4.4
 
RemCo’s Performance
 
Evaluation ................................
 
................................
 
................................
 
................................
 
..... 40
6.4.5
 
RemCos' Activity in 2024................................
 
................................
 
................................
 
................................
 
........................ 40
6.5
 
Nomination and Corporate Governance
 
Committee
 
................................
 
................................
 
................................
 
........... 42
6.5.1
 
NomCo Membership/Composition ................................
 
................................
 
................................
 
................................
 
... 43
6.5.2
 
NomCo Meetings ................................
 
................................
 
................................
 
................................
 
................................
 
....... 43
6.5.3
 
Attendance to the NomCo meetings ................................................................
 
................................
 
............................... 43
6.5.4
 
NomCos’ Performance
 
Evaluation ................................
 
................................
 
................................
 
................................
 
.... 43
6.5.5
 
NomCos’ Activity in 2024
 
................................
 
................................
 
................................
 
................................
 
....................... 44
6.5.6
 
Board of Directors Diversity
 
................................
 
................................
 
................................
 
................................
 
.................. 45
6.5.7
 
Senior Management Diversity ................................
 
................................
 
................................
 
................................
 
............. 45
6.6
 
Board Digital & Transformation
 
Committee
 
................................
 
................................
 
................................
 
.............................. 46
6.6.1
 
BDTC Membership / Chairmanship ................................
 
................................
 
................................
 
................................
 
...
 
46
6.6.2
 
BDTC Meetings
 
................................
 
................................
 
................................
 
................................
 
................................
 
............ 46
6.6.3
 
BDTC Attendance
 
Rate
 
................................
 
................................
 
................................
 
................................
 
........................... 46
6.6.4
 
BDTC Performance
 
Evaluation
 
................................
 
................................
 
................................
 
................................
 
.............
 
47
6.6.5
 
BDTC’s Activity in 2024 ................................
 
................................
 
................................
 
................................
 
............................ 47
7.
Management Committees
 
.....................................................................................................................................................
 
47
7.1
 
Management Committees’ Policy
 
................................
 
................................
 
................................
 
................................
 
..................... 47
7.2
 
Executive Board (ExBo)................................
 
................................
 
................................
 
................................
 
................................
 
.......... 48
7.2.1
 
CVs of ExBo members (other
 
than BoD members) ................................
 
................................
 
................................
 
...
 
48
7.3
 
Strategic Planning Committee................................
 
................................
 
................................
 
................................
 
........................... 51
7.4
 
Management Risk Committee
 
................................
 
................................
 
................................
 
................................
 
........................... 52
7.5
 
Group Asset and Liability Committee (G-ALCO) ................................
 
................................
 
................................
 
..................... 52
7.6
 
Central Credit Committees ................................
 
................................
 
................................
 
................................
 
................................
 
.
 
55
7.6.1
 
Central Credit Committee I
 
................................
 
................................
 
................................
 
................................
 
................... 55
7.6.2
 
Central Credit Committee II ................................
 
................................
 
................................
 
................................
 
................. 55
7.7
 
Troubled Assets Committee................................
 
................................
 
................................
 
................................
 
................................ 56
7.8
 
Products & Services Committee
 
(PSC)
 
................................
 
................................
 
................................
 
................................
 
.......... 56
7.9
 
Sustainability Management Committee (SMC)
 
................................
 
................................
 
................................
 
........................ 56
7.10
 
Ethics Co ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
........
 
57
8.
Key Control
 
Functions ............................................................................................................................................................
 
57
8.1
 
Internal Audit................................
 
................................
 
................................
 
................................
 
................................
 
............................... 57
8.1.1
 
Eurobank Holdings
 
................................
 
................................
 
................................
 
................................
 
................................
 
......
 
57
8.1.2
 
Eurobank
 
................................
 
................................
 
................................
 
................................
 
................................
 
......................... 58
8.2
 
Risk Management
 
................................
 
................................
 
................................
 
................................
 
................................
 
.................... 59
8.2.1
 
Eurobank Holdings
 
................................
 
................................
 
................................
 
................................
 
................................
 
..... 59
8.2.2
 
Eurobank
 
................................
 
................................
 
................................
 
................................
 
................................
 
......................... 59
8.3
 
Compliance ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
.
 
60
8.3.1
 
Eurobank Holdings
 
................................
 
................................
 
................................
 
................................
 
................................
 
..... 60
8.3.2
 
Eurobank
 
................................
 
................................
 
................................
 
................................
 
................................
 
.......................... 61
8.4
 
Personal Data Protection
 
................................
 
................................
 
................................
 
................................
 
................................
 
....
 
62
8.4.1
 
Eurobank Holdings
 
................................
 
................................
 
................................
 
................................
 
................................
 
..... 62
8.4.2
 
Eurobank
 
................................
 
................................
 
................................
 
................................
 
................................
 
......................... 62
9.
System of Internal Controls ..................................................................................................................................................
 
62
9.1
Principles of Internal Controls
 
................................
 
................................
 
................................
 
................................
 
............................ 62
9.2
 
Characteristics of the
 
System of Internal Controls (SIC)
 
................................
 
................................
 
................................
 
...... 63
9.3
 
Evaluation of the System of Internal
 
Controls
 
................................
 
................................
 
................................
 
........................... 64
9.4
 
Independent Evaluation of the HoldCo/Bank
 
System of Internal Controls ................................
 
................................ 64
9.5
 
Corporate Governance
 
System Assessment in accordance with article 4 par.
 
1 of Law 4706/2020
 
............. 64
10.
Sustainability ...........................................................................................................................................................................
 
64
10.1
 
Sustainability Approach ................................
 
................................
 
................................
 
................................
 
................................
 
....... 64
10.2
 
Sustainability Policies & Frameworks ................................
 
................................
 
................................
 
................................
 
............ 65
10.3
 
Stakeholders engagement and
 
double materiality assessment ................................
 
................................
 
..................... 66
10.4
 
Reporting and Transparency ................................
 
................................
 
................................
 
................................
 
............................. 66
11.
Other information
 
required by Directive
 
2004/25/EU
 
....................................................................................................
 
67
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
3
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1.
Introduction
In accordance with Article 152(1)
 
and Article 153(3)
 
of Law 4548/2018, Law
 
4706/2020, and the Hellenic Corporate Governance
Code,
 
the
 
Report
 
of
 
the
 
Board
 
of
 
Directors
 
of
 
Eurobank
 
Ergasias
 
Services
 
and
 
Holdings
 
S.A.
 
(the
 
"Company",
 
"Eurobank
Holdings", "Holdings", or "HoldCo") includes the
 
Corporate Governance
 
Statement, which addresses the
 
following key
 
areas:
Adoption of the Hellenic Corporate
 
Governance Code
Corporate Governance
 
and Key Policies
Shareholders’ General
 
Meeting
Board of Directors
Board of Directors’ Committees
Management Committees
Key Control Functions
System of Internal Controls
Sustainability
 
Additional Disclosures Required by
 
Directive 2004/25/EU
2.
Adoption of the Hellenic Corporate
 
Governance Code
In
 
compliance
 
with
 
Article
 
17
 
of
 
Law
 
4706/2020,
 
which
 
requires
 
listed
 
companies
 
to
 
adopt
 
and
 
implement
 
a
 
corporate
governance
 
code
 
issued
 
by
 
a
 
recognized
 
and
 
reputable
 
body,
 
Eurobank
 
Holdings
 
has
 
adopted
 
and
 
applies
 
the
 
Hellenic
Corporate Governance
 
Code (the "Code").
The Code is available on Eurobank
 
Holdings’ website (https://www.eurobankholdings.gr).
Given that
 
the Eurobank
 
Holdings Group
 
(the "Group")
 
primarily comprises Eurobank
 
S.A. ("Eurobank"
 
or the
 
"Bank") and its
subsidiaries (the
 
"Eurobank
 
Group"), this
 
Corporate
 
Governance
 
Statement outlines
 
how the
 
principles set
 
out in
 
the Code
were implemented
 
across both Eurobank
 
Holdings and Eurobank throughout
 
2024.
3.
Corporate Governance
 
and Key Policies
The
 
corporate
 
governance
 
framework
 
of
 
the
 
Group,
 
aligned
 
with
 
the
 
applicable
 
legal
 
and
 
regulatory
 
requirements
 
and
international
 
best
 
practices,
 
ensures
 
that
 
HoldCo,
 
the
 
Bank,
 
and
 
their
 
subsidiaries
 
operate
 
with
 
credibility,
 
responsibility,
fairness, and transparency,
 
safeguarding the interests
 
of their shareholders
 
and all other stakeholders.
In this context,
 
HoldCo and the
 
Bank have established
 
a comprehensive
 
set of policies
 
and procedures,
 
which are regularly
reviewed
 
and approved
 
by the
 
respective Board
 
of Directors (BoD) and/or
 
Board Committees, as required.
 
The Key
 
Policies
governing HoldCo and the
 
Bank are outlined below.
3.1
Internal Governance Control
 
Manual
The Internal Governance Control Manual (IGCM) of Eurobank Holdings and Eurobank has been developed in
 
accordance with
Law 4706/2020 to ensure
 
compliance with regulatory
 
requirements
 
and internal governance
 
policies. The
 
IGCM defines the
overarching
 
framework
 
by
 
which
 
each
 
Company
 
is
 
directed
 
and
 
controlled,
 
serving
 
as
 
a
 
formal
 
record
 
of
 
the
 
high-level
internal control principles in operation.
The
 
policies and
 
controls
 
outlined in
 
both
 
the HoldCo
 
IGCM and
 
Bank IGCM
 
are designed
 
to minimize
 
the risk
 
of errors
 
or
financial losses, protect the interests of
 
shareholders and depositors, and
 
ensure full compliance with
 
regulatory requirements
at all times.
The HoldCo IGCM and Bank
 
IGCM provide a high-level overview of control policies, while
 
more detailed operating procedures
are
 
documented
 
in
 
individual
 
procedures
 
and
 
manuals
 
maintained
 
by
 
their
 
respective
 
units.
 
Subsidiaries
 
are
 
required
 
to
establish their
 
own IGCMs
 
and/or procedures
 
manuals and
 
to adopt
 
the
 
Group’s
 
policies where
 
applicable. The
 
principles
outlined
 
in the
 
IGCM
 
apply across
 
all units
 
and subsidiaries,
 
except
 
where
 
local
 
circumstances
 
or regulations
 
necessitate
deviations.
Each IGCM
 
includes a high-level
 
organizational chart
 
and a brief
 
description of
 
the key
 
responsibilities of
 
the main
 
control
functions within HoldCo and
 
Eurobank. These
 
manuals are supplemented by
 
the procedures
 
manuals of individual units and
subsidiaries, which provide a written description of the
 
uppermost levels of the
 
Group’s System of Internal Controls.
3.2
Board Nomination Policy
The
 
HoldCo/Banks’
 
Board
 
Nomination
 
Policy
 
sets
 
out
 
the
 
guidelines
 
and
 
formal
 
process
 
for
 
identifying,
 
selecting,
 
and
nominating candidates for the
 
Board. It ensures that appointments
 
are made:
(a) in compliance with legal and regulatory requirements,
(b) with due regard to the
 
expectations of major shareholders, and
(c) based on individual merit and ability,
 
following best practices.
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
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The primary objectives
 
of this Policy are
 
to:
Define
 
the
 
general
 
principles
 
that
 
guide
 
the
 
Nomination
 
and
 
Corporate
 
Governance
 
Committee
 
(NomCo)
 
in
 
all
stages of the nomination process,
Establish specific criteria and requirements for
 
Board nominees,
Ensure a transparent, efficient,
 
and fit-for-purpose nomination process,
 
and
Maintain a Board structure—including succession planning—that meets high ethical standards, achieves
 
an optimal
balance of knowledge, skills, and experience,
 
and aligns with current regulatory
 
requirements.
Nomination Criteria
The Board, supported
 
by NomCo, shall nominate candidates who meet the
 
following criteria:
1. Reputation, Honesty,
 
Integrity, and Trust
Reputation: Candidates
 
must have a
 
strong reputation
 
and high social esteem,
 
demonstrating good
 
repute in line
with the applicable regulatory
 
framework’s
 
standards for honesty and integrity.
Honesty,
 
Integrity,
 
and Trust:
 
Candidates should
 
exemplify the
 
highest standards
 
of ethics,
 
honesty,
 
fairness,
 
and
personal discipline, as evidenced by their
 
professional track
 
record, personal history,
 
and public commitments.
2. Knowledge, Skills, Experience (KSE), and General
 
Suitability
Understanding of
 
the
 
HoldCo/Bank: Candidates
 
must possess
 
sufficient knowledge,
 
skills, and
 
experience
 
(KSE) to
develop a thorough
 
and up-to-date understanding of the
 
business, governance
 
structures, regulatory environment,
markets, stakeholders,
 
and risks associated with the HoldCo
 
and its subsidiaries.
Seniority: A candidate must have several
 
years of experience in a recognized leadership position within their field of
expertise.
Independent
 
Mindset
 
and
 
Ability
 
to
 
Challenge:
 
Candidates
 
should
 
demonstrate
 
the
 
ability
 
to
 
form
 
and
 
express
independent judgments on all
 
matters before the Board, along with the candor to
 
challenge management and other
Board members when
 
necessary.
Collegiality,
 
Teamwork,
 
and
 
Leadership:
 
Candidates
 
should
 
contribute
 
constructively
 
and
 
productively
 
to
 
Board
discussions and decision-making, with the capability to lead discussions as a Committee Chair, Vice-Chair, or Board
Chair.
Additional
 
Criteria
 
for
 
Executive
 
Directors:
 
Candidates
 
for
 
Executive
 
Director
 
positions
 
must
 
have
 
demonstrated
leadership capabilities
 
through current
 
or previous executive
 
roles, along
 
with the
 
necessary expertise to
 
guide the
HoldCo/Bank in achieving its strategic
 
objectives. They
 
must also be willing to enter
 
into full-time employment
 
with
the HoldCo/Bank.
3. Conflicts of Interest and Independence of Mind
NomCo shall
 
assess candidates'
 
personal, professional,
 
financial, and
 
political
 
affiliations
 
to ensure
 
that they
 
do not
 
have
actual, potential,
 
or perceived
 
conflicts of interest
 
that cannot
 
be prevented,
 
adequately mitigated, or
 
managed under the
HoldCo/Bank’s policies. Candidates
 
must be able to represent
 
the interests
 
of all shareholders,
 
fulfill their responsibilities
 
as
Directors, and make sound, objective,
 
and independent decisions.
NomCo shall also examine candidates’
 
direct and indirect
 
monetary and non-monetary interests,
 
including their affiliations
with or membership in other
 
organizations.
4. Time Commitment
NomCo
 
shall
 
ensure
 
that
 
all
 
nominees
 
can
 
dedicate
 
the
 
time
 
required
 
to
 
effectively
 
discharge
 
their
 
responsibilities
 
as
Directors. This includes their
 
ability to attend and actively participate in Board
 
and Committee meetings on a regular basis.
5. Collective Suitability
The Board,
 
as a whole, must have the
 
ability to understand the
 
institution’s activities, assess
 
the associated risks,
 
and make
informed decisions aligned
 
with the institution’s business
 
model, risk appetite, strategy,
 
and market operations.
The
 
composition
 
of
 
the
 
Board
 
should
 
reflect
 
the
 
necessary
 
knowledge,
 
skills,
 
and
 
experience
 
required
 
to
 
fulfill
 
its
responsibilities. The Board
 
should collectively possess expertise in:
The institution’s
 
core business and its associated risks,
All material activities of the HoldCo/Bank,
Sector-specific
 
and
 
financial
 
competencies,
 
including
 
financial
 
and
 
capital
 
markets,
 
solvency,
 
risk
 
modeling,
 
and
environmental, social, and governance
 
(ESG) risks,
Financial accounting and reporting,
Risk management, compliance (including AML/CFT), and internal
 
audit,
Information and digital technology,
 
including cybersecurity,
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
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Local, regional, and global markets,
 
where applicable,
The legal and regulatory
 
framework,
Strategic planning and managerial experience,
Oversight of (inter)national
 
group structures and risks related
 
to group governance,
Corporate governance,
ESG issues, and
Gender representation, in accordance
 
with the Board Diversity
 
Policy.
Succession Planning
As part of its
 
oversight of the nomination process, NomCo shall ensure the implementation of structured, stepwise succession
planning to maintain
 
continuity and institutional
 
knowledge at the Board level. This is
 
particularly critical in
 
managing sudden
or unexpected absences or departures of Board
 
members.
To this end, NomCo shall:
Monitor
 
Board
 
members’
 
tenures
 
and
 
ensure
 
staggered
 
appointments
 
and
 
retirements
 
whenever
 
feasible.
 
The
reappointment of existing Board members shall be based on their continued adherence to the criteria set out in this
Policy.
Ensure an appropriate distribution of relevant
 
KSEs across the Board,
 
preventing undue reliance
 
on the expertise of
a few Directors.
Assess whether
 
a sufficient
 
number
 
of Board
 
members
 
are capable
 
of assuming
 
leadership roles,
 
including Board
and Committee Chair positions.
Periodically evaluate the availability of suitable candidates to
 
address the Board’s future succession planning needs.
Consider both:
a) the objectives and targets
 
defined in the HoldCo/Bank Board
 
Diversity Policy,
 
and
b) the
 
findings of
 
the
 
HoldCo
 
and Bank
 
Board Evaluations,
 
ensuring necessary
 
changes in
 
composition or
 
skills to
enhance effectiveness
 
and collective suitability.
The
 
CEO
 
Succession
 
Planning
 
Policy,
 
which
 
is
 
supplementary
 
to
 
this
 
Policy,
 
sets
 
out
 
the
 
framework
 
for
 
CEO
 
succession
planning.
3.3
CEO Succession Planning
The
 
HoldCo/Bank’s
 
CEO
 
Succession
 
Planning
 
Policy
 
(the
 
Policy)
 
plays
 
a
 
crucial
 
role
 
in
 
ensuring
 
a
 
seamless
 
leadership
transition. The
 
key elements of the
 
Policy are as follows:
Qualifications
 
for
 
the
 
CEO
 
Position:
 
The
 
Nomination
 
and
 
Corporate
 
Governance
 
Committee
 
(NomCo),
 
in
collaboration
 
with
 
the
 
current
 
CEO,
 
defines
 
the
 
qualifications
 
required
 
for
 
the
 
CEO
 
role.
 
This
 
ensures
 
that
 
the
successor possesses the necessary skills, experience,
 
and leadership attributes to guide the organization effectively.
Viable
 
Pool
 
of
 
Candidates:
 
NomCo
 
ensures
 
that
 
a
 
strong
 
pipeline
 
of
 
candidates
 
meets
 
the
 
CEO
 
position’s
requirements.
 
This includes
 
evaluating internal
 
candidates within
 
the
 
organization
 
while also
 
considering external
candidates when appropriate.
Annual Review: NomCo reviews the qualifications and candidate pool at
 
least annually to
 
ensure that the succession
planning process
 
remains
 
aligned
 
with
 
the
 
organization’s
 
evolving
 
needs,
 
regulatory
 
expectations,
 
and
 
strategic
direction.
Selection
 
Process:
 
NomCo
 
leads the
 
CEO
 
selection
 
process,
 
evaluating
 
candidates
 
based
 
on their
 
qualifications,
leadership capabilities, experience,
 
and alignment with the organization’s
 
culture and strategic objectives.
Tailored
 
Induction
 
Program:
 
Once
 
a
 
new
 
CEO
 
is
 
selected,
 
NomCo
 
approves
 
a
 
customized
 
induction
 
program
 
to
ensure
 
a
 
smooth
 
transition.
 
This
 
program
 
provides
 
the
 
new
 
CEO
 
with
 
the
 
necessary
 
knowledge,
 
resources,
 
and
support to succeed in the role
 
from the outset.
Overall,
 
the
 
CEO
 
Succession
 
Planning
 
Policy
 
ensures
 
that
 
the
 
organization
 
is
 
well-prepared
 
for
 
leadership
 
transitions,
maintaining continuity, stability,
 
and effectiveness
 
at the highest level
 
of management.
3.4
Board Evaluation Policy
The
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
of
 
Eurobank
 
Holdings
 
and
 
Eurobank
 
establishes
 
the
 
principles,
framework,
 
and process for the
 
annual assessment of the effectiveness
 
of the Board of Directors and its Committees at both
the HoldCo and the
 
Bank. The Policy
 
aspires to align with best European
 
banking practices
 
while fully complying with Greek
and European legal and regulatory requirements.
Under this Policy,
 
the Nomination and Corporate
 
Governance Committee (NomCo)
 
holds the overall
 
responsibility for:
Assessing the structure, size, composition, and performance
 
of the Board and its Committees,
Recommending to the Board any necessary
 
changes to enhance effectiveness,
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / CORPORATE
 
GOVERNANCE STATEMENT
 
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Evaluating the collective
 
suitability of the Board as a whole, as well as the
 
suitability and contributions of individual
Board members, and
Reporting its findings and recommendations to the
 
Board accordingly.
3.5
Board of Directors Diversity
 
Policy
 
The
 
HoldCo/Bank
 
Board
 
of
 
Directors
 
Diversity
 
Policy
 
reflects
 
the
 
organization’s
 
commitment
 
to
 
diversity
 
in
 
line
 
with
international best practices
 
and applicable legal requirements.
According to the Policy,
 
Board diversity encompasses multiple factors,
 
including:
Skills and expertise,
Educational and professional
 
background,
Geographical origin,
Gender,
Age, and
Other relevant
 
attributes that contribute to a well-balanced
 
and effective Board.
The
 
NomCo is
 
responsible
 
for
 
incorporating
 
diversity
 
considerations
 
when
 
assessing the
 
composition and
 
structure
 
of the
Board.
During
 
the
 
Board
 
collective
 
suitability
 
review,
 
NomCo
 
members
 
discuss
 
and
 
define
 
measurable
 
objectives
 
for
 
enhancing
Board
 
diversity.
 
These
 
objectives
 
guide
 
the
 
(re)appointment
 
and
 
succession
 
planning
 
of
 
individual
 
Board
 
members,
 
in
accordance with the
 
Board and Board Committees Evaluation Policy.
A key target outlined in the Policy is gender diversity.
 
Specifically, NomCo so far aimed for at least 25% representation
 
of the
less represented
 
gender on the
 
Board, calculated
 
based on the
 
total Board
 
size, according to
 
legal requirements.
 
After the
publication of Law 5178/2025, the
 
intention is to properly comply to its provisions.
3.6
Remuneration Policy
Eurobank Holdings has established
 
a Board of Directors’ Remuneration
 
Policy (Remuneration
 
Policy) in accordance
 
with the
requirements
 
of Law 4548/2018
 
(the Law).
 
The latest
 
version
 
of the
 
Policy
 
was approved
 
by the
 
Annual General
 
Meeting of
Shareholders
 
on 23 July
 
2024. The
 
Policy
 
has been designed
 
to comply with
 
the specific
 
provisions
 
of Articles 110
 
and 111 of
the Law.
The Remuneration
 
Policy sets
 
out the fundamental
 
principles and structure
 
governing the
 
remuneration
 
of Board members.
Its primary objective is to ensure that remuneration
 
is:
Reasonable and aligned with market standards,
Gender-neutral, promoting
 
equal treatment, and
Sufficiently
 
competitive
 
to
 
attract
 
and
 
retain
 
Directors
 
with
 
the
 
necessary
 
skills
 
and
 
experience
 
to
 
implement
Eurobank Holdings’ business
 
strategy effectively.
Additionally,
 
the Policy
 
safeguards the
 
long-term interests
 
and sustainability of the
 
organization by
 
discouraging excessive
risk-taking. This is achieved through continuous monitoring of market trends and best practices at both domestic and global
levels.
The
 
Policy
 
is informed
 
by external
 
and independent
 
benchmarking analyses
 
of remuneration
 
in the
 
financial and
 
banking
sectors, both in Greece and internationally. This benchmarking ensures that the remuneration
 
framework for
 
Board members
remains aligned with industry best practices.
In addition, the development
 
and implementation of the Remuneration
 
Policy are characterized
 
by:
Objectivity and transparency throughout
 
the process,
 
and
Independent
 
judgment
 
and
 
discretion
 
by
 
the
 
Board
 
when
 
approving
 
or
 
recommending
 
remuneration,
 
ensuring
alignment with both individual and Company performance.
Remuneration Report
In compliance
 
with Article 112(3)
 
of Law 4548/2018,
 
Eurobank Holdings
 
publishes an
 
annual Remuneration
 
Report, detailing
the remuneration
 
and financial benefits granted to each Executive
 
and Non-Executive Director during the
 
financial year.
The
 
Eurobank
 
Holdings
 
Remuneration
 
Report
 
for
 
2024
 
(
https://www.eurobankholdings.gr
)
 
was
 
approved
 
by
 
the
 
Annual
General
 
Meeting on
 
23 July
 
2024. The
 
report
 
provides
 
comprehensive
 
and transparent
 
disclosure
 
of Board
 
remuneration,
ensuring efficient communication with
 
shareholders and stakeholders.
 
 
 
 
 
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Remuneration Structure
Non-Executive Directors
Fixed Remuneration
 
Only: Non-Executive
 
Directors receive
 
fixed remuneration,
 
which is
 
annually approved
 
by the
Annual General Meeting. They
 
are not eligible for variable remuneration.
Board
 
Fees:
 
Their
 
fixed remuneration
 
consists of
 
Board
 
Fees,
 
determined
 
based
 
on their
 
roles
 
on the
 
Board
 
and
Committees, their expected contribution, and the
 
additional time and effort
 
required for
 
their responsibilities.
Executive Directors
Employment Contracts: Executive
 
Directors are employed
 
by the Bank under permanent, indefinite contracts.
 
These
contracts require a three
 
-month notice period in case
 
of resignation.
Remuneration
 
Structure:
o
Executive Directors
 
receive remuneration
 
under their
 
employment contracts
 
and do not receive
 
additional
compensation for their
 
role as Board members.
o
Variable
 
Remuneration:
 
Any
 
variable
 
remuneration
 
awarded
 
follows
 
the
 
provisions
 
of
 
the
 
Bank’s
Remuneration
 
Policy and is subject to approval by
 
the Shareholders'
 
General Meeting.
Remuneration Governance
Given
 
the
 
identical
 
composition
 
of
 
the
 
Boards
 
of
 
Eurobank
 
Holdings
 
and
 
Eurobank,
 
and
 
the
 
fact
 
that
 
Directors
 
are
compensated
 
solely
 
by
 
the
 
Bank,
 
any
 
reference
 
to
 
Board
 
remuneration
 
at
 
Eurobank
 
Holdings
 
also
 
applies
 
to
 
their
remuneration
 
as Directors of the Bank.
The 2024 Board and key management
 
remuneration
 
disclosure is included in the relevant note of the
 
consolidated accounts
of
 
Eurobank
 
Holdings.
 
To
 
ensure
 
market
 
transparency
 
regarding
 
remuneration
 
structures
 
and
 
associated
 
risks,
 
this
information is publicly available
 
on the Eurobank
 
Holdings website (
www.eurobankholdings.gr
).
3.7
Board and Board Committees’ Attendance
 
Policy
 
In
 
accordance
 
with
 
the
 
Board
 
and
 
Board
 
Committees’
 
Attendance
 
Policy
 
of
 
Eurobank
 
Holdings
 
and
 
Eurobank,
 
Board
members are expected to attend all Board
 
and Committee meetings to which they are appointed.
However,
 
it is
 
recognized
 
that, on
 
occasion,
 
Board
 
members
 
may be
 
unable to
 
attend certain
 
meetings due
 
to conflicting
commitments
 
or
 
unforeseen
 
circumstances.
 
To
 
ensure
 
active
 
participation,
 
each
 
member
 
must
 
maintain
 
a
 
minimum
attendance rate of 85% over
 
the course of the calendar
 
year.
Board members may miss up to 15% of scheduled
 
meetings, but only if a valid excuse is provided.
Additionally,
 
in accordance
 
with Law
 
4706/2020,
 
if a
 
Board
 
member
 
is unjustifiably
 
absent from
 
at
 
least two
 
consecutive
Board meetings,
 
they shall be
 
considered resigned.
 
This resignation
 
is formally established
 
through a Board
 
decision, which
subsequently initiates the replacement
 
process in accordance
 
with the applicable legal framework.
3.8
Directors’ Induction and Continuous Professional
 
Development Process
 
All new Board members
 
undergo a comprehensive
 
Induction Program,
 
designed to ensure a smooth and effective
 
transition
into their roles.
 
The program
 
aims to:
1.
Communicate the vision and corporate
 
culture of Eurobank Holdings and
 
Eurobank,
2.
Introduce practical
 
and procedural responsibilities
 
to facilitate a seamless onboarding
 
process,
3.
Accelerate
 
productivity by reducing the
 
time needed to familiarize new
 
members with their roles,
4.
Integrate new Directors
 
as valued members of the Board,
5.
Provide insight into the organizational
 
structure of the HoldCo/Bank, and
6.
Offer a comprehensive
 
understanding of the business, strategy,
 
market dynamics, key relationships,
 
and leadership
team of the HoldCo/Bank.
Upon
 
appointment,
 
new
 
Board
 
members
 
also
 
receive
 
a
 
Manual
 
of
 
Obligations,
 
which
 
outlines
 
their
 
core
 
responsibilities
towards the
 
Supervisory Authorities
 
and the
 
HoldCo/Bank. This
 
manual includes guidance
 
on local regulatory
 
requirements
and Board procedure
 
s.
Additionally,
 
newly
 
appointed
 
Directors
 
participate
 
in
 
meetings
 
and
 
presentations
 
with
 
key
 
executives
 
to
 
gain
 
a
 
holistic
overview of the
 
organization.
Recognizing
 
the
 
importance
 
of
 
continuous
 
professional
 
development,
 
Eurobank
 
Holdings
 
and
 
Eurobank
 
provide
 
ongoing
learning resources to support the
 
knowledge and skill enhancement of all Board
 
members.
3.9
Group Governance
 
Policy
 
In compliance with the regulatory
 
framework,
 
the Group Governance
 
Policy of Eurobank
 
Holdings and Eurobank establishes
general
 
governance
 
principles
 
for
 
the
 
Group
 
entities,
 
sets
 
common
 
governance
 
standards,
 
and
 
defines
 
authorities,
responsibilities, and expectations, ensuring the
 
Group operates
 
as a unified entity with a cohesive strategic
 
direction.
 
 
 
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The
 
policy integrates
 
internal governance
 
by clarifying
 
the
 
distinct roles
 
of the
 
parent company
 
and its
 
subsidiaries, while
also setting principles related to board composition, roles and responsibilities, chairmanship, board committees, nomination
processes,
 
board
 
diversity,
 
CEO
 
succession
 
planning,
 
board
 
evaluations,
 
professional
 
development,
 
management
committees, governance manuals,
 
and corporate governance
 
codes.
By
 
harmonizing
 
governance
 
practices
 
across
 
the
 
Group,
 
the
 
policy
 
promotes
 
accountability,
 
transparency,
 
and
 
effective
decision-making at all levels.
3.10
Conflicts of interest Policy
Eurobank
 
Holdings and
 
Eurobank
 
have
 
implemented
 
a Conflicts
 
of Interest
 
Policy,
 
approved
 
by their
 
respective
 
Boards of
Directors, to establish a comprehensive
 
framework
 
for identifying, preventing,
 
and managing actual, potential, or perceived
conflicts of interest
 
arising from
 
the Group’s
 
business activities. This
 
policy includes
 
a structured set
 
of policies, procedures,
systems, and controls to uphold ethical
 
standards and ensure transparent decision
 
-making.
To prevent
 
conflicts of duties, the Group has implemented
 
procedural
 
safeguards that:
Segregate executive
 
and non-executive responsibilities at
 
the Board
 
level, ensuring a clear
 
distinction between the
Chairperson of the Board and the
 
CEO’s executive functions,
Prevent incompatible roles
 
and conflicts of interest among Board members,
 
Management, and Executives, and
Mitigate the misuse of inside information
 
or corporate assets.
Board members are
 
expected to:
Adhere to high ethical
 
standards and comply with the principles set out in the
 
Conflicts of Interest Policy,
Act independently, making sound, objective,
 
and impartial decisions,
Disclose any personal interests that may conflict with
 
the interests of Eurobank
 
Holdings or the Group,
Maintain confidentiality
 
of non-public
 
information
 
and avoid
 
any conduct
 
that
 
could constitute
 
market
 
abuse or
create a conflict of interest.
Board members are
 
required to disclose:
All external engagements, directorships, or affiliations
 
outside the Group,
Any new or ongoing circumstances that could
 
affect their
 
independence of mind or create a conflict of interest.
All actual or potential conflicts of interest at the
 
Board level must be:
Communicated, documented, and discussed,
Decided upon and managed by the Group,
Mitigated
 
through
 
specific
 
measures
 
for
 
unexpected
 
conflicts,
 
while
 
persistent
 
conflicts
 
are
 
managed
 
through
continuous oversight.
Board
 
members
 
must
 
abstain
 
from
 
voting
 
on
 
matters
 
where
 
they
 
have
 
an
 
identified
 
conflict
 
of
 
interest,
 
ensuring
transparency,
 
impartiality, and effective
 
governance.
3.11
Other Key Policies
 
In addition
 
to the
 
above policies,
 
Eurobank
 
Holdings and
 
Eurobank
 
have established,
 
among others,
 
the following
 
policies,
which form an integral part of their
 
corporate governance
 
framework:
 
the Code of Conduct and Ethics, the
 
Anti-Bribery and
Corruption Policy,
 
and the Policy for
 
Reporting Illegal or Unethical Conduct or Violations
 
of European Union Law.
4.
Shareholders’ General
 
Meeting
The
 
Shareholders’
 
General
 
Meeting
 
(General
 
Meeting)
 
serves
 
as
 
the
 
highest
 
authority
 
within
 
Eurobank
 
Holdings
 
and
Eurobank and is convened
 
by the respective
 
Board of Directors to address all matters concerning
 
the entity.
 
It holds exclusive
 
jurisdiction over
 
matters specified in
 
Article 117 of Company
 
Law 4548/2018, including
 
amendments to
 
the
Articles of
 
Association. Every
 
shareholder
 
has the
 
right to
 
participate and
 
vote
 
at the
 
General
 
Meeting, either
 
in person
 
or
through a legal representative,
 
in accordance with the prescribed
 
legal procedures.
For
 
the General
 
Meeting to reach a
 
quorum and be considered
 
valid, shareholders
 
present or represented
 
must collectively
hold at
 
least 20%
 
(1/5) of
 
the
 
paid-in share
 
capital associated
 
with voting
 
shares.
 
Resolutions
 
are
 
passed by
 
an absolute
majority and are
 
binding on both absent
 
and dissenting shareholders. However, for significant decisions such as share capital
changes or mergers,
 
a higher
 
quorum of at
 
least 50% (1/2)
 
of the
 
paid-in share
 
capital is
 
required, and
 
resolutions must
 
be
approved by a two
 
-thirds (2/3) majority.
According to Article 119(1) of Law
 
4548/2018, the Annual General Meeting must be held no later than the tenth (10th) calendar
day
 
of
 
the
 
ninth
 
month
 
following
 
the
 
end
 
of
 
the
 
business
 
year.
 
Additionally,
 
an
 
Extraordinary
 
General
 
Meeting
 
may
 
be
convened by the Board
 
of Directors when deemed necessary
 
or required by law.
 
 
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Minutes of the
 
General
 
Meeting are authenticated
 
by the
 
Chairperson and the
 
Secretary of the
 
meeting, and the
 
standard
minority rights outlined in Company Law 4548/2018 apply.
4.1
Information about the
 
Eurobank Holdings
 
General Meetings
4.1.1
Requirements for calling
 
and convening the General
 
Meetings
All persons registered as shareholders of ordinary shares
 
of Eurobank Holdings in the Dematerialized Securities System
 
(DSS),
managed by Hellenic Central
 
Securities Depository S.A., on the
 
Record Date—specifically,
 
at the start of the
 
fifth day before
the General
 
Meeting—are entitled to participate
 
and vote in the
 
HoldCo General
 
Meeting. This Record Date
 
also applies to
any Repeat Meeting.
Shareholders
 
are
 
informed
 
in advance
 
about the
 
agenda of
 
each
 
General
 
Meeting,
 
and new
 
technologies
 
are
 
utilized
 
to
facilitate
 
their
 
participation.
 
At least
 
20 days
 
before
 
the
 
meeting,
 
shareholders
 
are
 
provided
 
with access
 
to all
 
necessary
information, in full
 
compliance with Greek law.
The Notice
 
of General Meeting includes:
The date, time, and place
 
of the meeting,
The agenda items,
Participation and voting
 
rights, along with the relevant
 
procedures,
Minority shareholder rights, and
Relevant documents made available to shareholders.
All resolutions and related
 
information from
 
each General Meeting are
 
published under the Investor
 
Relations section of the
Eurobank Holdings website.
4.1.2
Participation and proxies
Eurobank
 
Holdings
 
facilitates
 
shareholder
 
participation
 
in
 
General
 
Meetings. All
 
shareholders
 
have
 
the
 
right to
 
attend
 
in
person or appoint a proxy,
 
who must be designated at least 48 hours before the
 
meeting date.
If shareholders' questions
 
regarding agenda items are
 
not addressed during the
 
General Meeting, Eurobank
 
Holdings has a
structured process in place
 
to provide the relevant
 
responses.
4.1.3
Annual General Meeting (AGM)
 
of the shareholders
 
The
 
Annual General
 
Meeting of Eurobank
 
Holdings’ shareholders
 
was held
 
on July 23,
 
2024, remotely
 
via teleconference
 
in
real-time. Shareholders representing
 
2,849,603,397 shares out of 3,664,399,104
 
shares (excluding 52,080,673 treasury shares,
in accordance
 
with Article
 
50(1) of Law
 
4548/2018) participated,
 
corresponding
 
to 77.76%
 
of the
 
paid-up share
 
capital with
voting rights on the agenda items.
The General
 
Meeting:
1.
Approved, with a majority exceeding the minimum required by law, the Annual Separate and Consolidated Financial
Statements for the
 
financial year 2023, along with the
 
Directors’ and Auditors’ Reports.
2.
Approved,
 
with a majority
 
exceeding the
 
minimum required
 
by law,
 
the overall
 
management for
 
the financial
 
year
2023, as well as the
 
discharge of the Auditors for the
 
same period.
3.
Approved, with
 
a majority exceeding the minimum required
 
by law:
a)
The
 
appointment
 
of
 
KPMG
 
Certified
 
Auditors
 
S.A.
 
(KPMG)
 
as
 
the
 
statutory
 
auditor
 
for
 
the
 
Annual
 
and
Consolidated Financial Statements of the
 
Company for the
 
financial year 2024.
b)
The approval
 
of KPMG’s fees for the
 
2024 audit, amounting to €0.3 million.
4.
Approved,
 
with
 
a
 
majority
 
exceeding
 
the
 
minimum
 
required
 
by
 
law,
 
the
 
dividend
 
distribution
 
to
 
shareholders,
amounting to €342 million, from the “Special Reserves” account, and authorized the Board of Directors to undertake
all necessary actions for its implementation.
5.
Approved,
 
with
 
a
 
majority
 
exceeding
 
the
 
minimum
 
required
 
by
 
law,
 
the
 
amendment
 
of
 
Articles
 
8
 
and
 
9
 
of
 
the
Company’s Articles of Association, updating paragraphs
 
1 and 2 of Article 8 and paragraph 5 of Article 9.
6.
Approved, with
 
a majority exceeding the minimum required
 
by law:
a)
The addition
 
of a new
 
Article 11 to the
 
Company’s Articles of Association,
 
allowing for
 
the remuneration
 
of
Board
 
members
 
through
 
participation
 
in
 
the
 
profits
 
of
 
the
 
respective
 
financial year,
 
in accordance
 
with
Article 109(2) of Law 4548/2018.
b)
The renumbering
 
of Articles 11, 12, 13, 14, and 15 to Articles 12, 13, 14, 15,
 
and 16, respectively.
7.
Approved,
 
with
 
a
 
majority
 
exceeding
 
the
 
minimum
 
required
 
by
 
law,
 
the
 
distribution
 
of
 
€404,330
 
to
 
senior
management and employees of the
 
Company from the “Special
 
Reserves” account.
8.
Approved, with
 
a majority exceeding the minimum required
 
by law:
(i)
The cancellation
 
of 52,080,673 treasury shares, in accordance
 
with Article 49 of Law 4548/2018.
 
 
 
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(ii)
The reduction
 
of the Company’s share
 
capital by €11,457,748.06,
 
corresponding to the
 
nominal value of the
cancelled shares (€0.22 per share).
(iii)
The amendment
 
of Article 5 of the Company’s Articles of Association to reflect
 
the share capital reduction.
9.
Approved, with
 
a majority exceeding the minimum required
 
by law, in accordance
 
with Article 86 of Law 4261/2014,
a higher than 100% maximum level
 
of the ratio
 
between fixed and variable remuneration
 
for the CEO, three
 
Deputy
CEOs, Group Chief Risk Officer,
 
Group Chief Financial Officer,
 
General Manager
 
Group Strategy,
 
General Manager
Markets, and CEO of Eurobank Cyprus
 
Ltd & Head of International Activities & Group Private
 
Banking.
10.
Approved,
 
with a majority exceeding
 
the minimum required
 
by law,
 
the amendment
 
of the Remuneration
 
Policy for
Directors of the Company.
11.
Approved,
 
with a
 
majority exceeding
 
the minimum
 
required
 
by law,
 
the remuneration
 
paid to
 
Board members
 
for
the
 
financial year
 
2023,
 
for
 
their
 
roles
 
as Board
 
members
 
and Committee
 
members,
 
and the
 
remuneration
 
to be
paid for the financial year
 
2024.
12.
Casted a positive vote on the
 
Remuneration
 
Report for the financial year
 
2023.
13.
Approved,
 
with a
 
majority exceeding
 
the
 
minimum required
 
by law,
 
the
 
amendment
 
of the
 
Nomination
 
Policy
 
for
Board Directors.
14.
Approved, with
 
a majority exceeding the minimum required
 
by law:
(a)
The
 
election
 
of the
 
following
 
individuals as
 
Board
 
members,
 
with their
 
term
 
of office
 
expiring on
 
July 23,
2027,
 
extended until the conclusion of the
 
Annual General Meeting of 2027:
-
Konstantinos Vassiliou
-
Alice Gregoriadi
-
George Zanias
-
Stavros Ioannou
-
Fokion
 
Karavias
-
Evangelos Kotsovinos
-
Irene Rouvitha Panou
-
Cinzia Basile
-
Burkhard Eckes
-
John Hollows
-
Rajeev Kakar
-
Bradley Paul Martin
-
Jawaid Mirza
(b)
The appointment
 
of Alice Gregoriadi, Evangelos
 
Kotsovinos, Irene
 
Rouvitha Panou, Cinzia
 
Basile, Burkhard
Eckes, John Hollows, Rajeev
 
Kakar, and Jawaid Mirza as independent non-executive
 
Board members.
15.
Approved, with
 
a majority exceeding the minimum required
 
by law:
(a)
 
The Audit Committee
 
to function as a Committee of the
 
Board of Directors, composed of Board
 
members.
(b)
 
The Audit Committee to consist of five independent non-executive
 
Board members.
(c)
 
The term of office of the Audit Committee members to coincide with their term as Board members,
 
expiring
on July 23, 2027,
 
extended until the conclusion of the Annual
 
General Meeting of 2027.
16.
Was informed
 
on the Annual Activity Report of the Audit Committee
 
for the financial year
 
2023.
17.
Was informed
 
on the Independent Non-Executive Directors’
 
Report.
All
 
information
 
regarding
 
the
 
AGM
 
of
 
Eurobank
 
Holdings
 
can
 
be
 
found
 
on
 
the
 
Eurobank
 
Holdings
 
website:
Eurobank Holdings AGM
 
2024
.
4.2
Information about the
 
Eurobank General
 
Meetings
Following
 
the demerger,
 
Eurobank Holdings
 
became
 
the sole
 
shareholder
 
of Eurobank,
 
holding 100%
 
of its
 
share capital.
 
In
accordance
 
with
 
Article
 
121(5)
 
of Law
 
4548/2018,
 
a formal
 
invitation
 
to convene
 
a General
 
Meeting is
 
not
 
required
 
if the
meeting
 
is
 
attended
 
or
 
represented
 
by
 
shareholders
 
holding
 
the
 
entire
 
share
 
capital
 
and
 
none
 
of
 
them
 
objects
 
to
 
its
convening or decision-making.
In this context, the following
 
General Meeting of Eurobank
 
was held.
4.2.1
Annual General Meeting (AGM)
 
of the shareholders
 
The Annual
 
General
 
Meeting of Eurobank’s
 
shareholders
 
was held
 
on July 23,
 
2024, in Athens,
 
at Eurobank’s
 
Headquarters,
12
 
Stadiou
 
Street
 
&
 
2
 
Omirou
 
Street.
 
The
 
sole
 
shareholder,
 
Eurobank
 
Holdings,
 
participated,
 
representing
 
3,683,244,830
shares, corresponding to 100% of the
 
paid-up share capital with voting
 
rights on the agenda items.
 
 
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The General
 
Meeting:
1.
Approved
 
the Annual
 
Separate
 
and Consolidated Financial
 
Statements for
 
the financial
 
year 2023,
 
along with the
Directors’ and Auditors’ Reports.
2.
Approved the overall
 
management for the financial year 2023
 
and the discharge of
 
the Auditors for the same period.
3.
Appointed KPMG Certified Auditors S.A. as Auditors for the
 
financial year 2024.
4.
Approved the
 
amendment of Articles 8 and 9 of the Bank’s Articles of Association.
5.
Approved the
 
addition of a new Article 11 to the Bank’s Articles of Association regarding
 
the remuneration
 
of Board
members and the renumbering
 
of Articles 11, 12, 13, and 14 accordingly.
6.
Approved the
 
distribution of net profits to the
 
senior management and employees
 
of the Bank.
7.
Approved,
 
pursuant to
 
Article 86
 
of Law
 
4261/2014, a
 
higher
 
than 100%
 
maximum level
 
of the
 
ratio
 
between fixed
and variable remuneration
 
for nine executives.
8.
Approved the
 
remuneration
 
for the financial year 2023 and the
 
advance payment of remuneration
 
for the Directors
for the financial year
 
2024.
9.
Approved
 
the election
 
of a new
 
Board of
 
Directors due
 
to the
 
expiration
 
of the
 
term of
 
the current
 
Board and
 
the
appointment of independent non-executive Board
 
members.
10.
Determined the type and composition of the
 
Audit Committee.
11.
Was informed
 
on the Annual Activity Report of the Audit Committee
 
for the financial year
 
2023.
5.
Board of Directors
5.1
 
General
The
 
HoldCo/Bank are
 
managed by
 
their respective
 
Boards of
 
Directors (Board
 
or BoD), which
 
bear collective
 
responsibility
for their long-term success. The Boards exercise their duties in compliance
 
with Greek legislation, international best practices,
their Articles of Association, and the
 
legitimate decisions of the shareholders’
 
General Meetings.
The Board’s role
 
is to provide entrepreneurial
 
leadership to the Group
 
within a framework
 
of prudent and effective
 
controls,
enabling the identification, assessment, and management of risks. It establishes the Group's strategic objectives, ensures the
availability
 
of
 
financial
 
and
 
human
 
resources
 
necessary
 
to
 
achieve
 
these
 
objectives,
 
and
 
evaluates
 
management
performance.
 
Additionally,
 
the
 
Board
 
defines the
 
Group’s
 
values and
 
standards,
 
ensuring that
 
its responsibilities
 
towards
shareholders and other
 
stakeholders are
 
recognized and fulfilled.
All Board members are
 
required to act in the best interests
 
of the Group, in full alignment
 
with their legal duties.
5.2
Composition of the Board
The
 
members
 
of the
 
Board are
 
elected by
 
the General
 
Meetings of Eurobank
 
Holdings and
 
Eurobank,
 
which determine
 
the
exact number of directors and their term of office, in accordance with legal provisions
 
and the Articles of Association of both
entities. The
 
General Meetings also designate
 
the independent non-executive directors.
During 2024:
The Boards of Directors of
 
HoldCo and Eurobank, by their
 
decisions dated May
 
30, 2024, and
 
June 28, 2024,
 
following
the respective
 
recommendations of the
 
Nomination and Corporate
 
Governance Committees (NomCos) on May 28,
2024, and
 
June 26,
 
2024, proposed
 
to the
 
Annual General
 
Meetings (AGMs)
 
of July
 
23, 2024,
 
the appointment
 
of
Mr. Evangelos Kotsovinos
 
as an independent non-executive director (iNED) of the
 
BoDs.
Following
 
the announcement by
 
Mr. Georgios
 
Chryssikos (Non-Executive Director,
 
Vice Chair of the previous
 
Board)
regarding his decision
 
not to seek
 
renewal of
 
his term, the
 
necessity of the
 
Vice Chair
 
role
 
was reviewed.
 
The BoDs
of
 
HoldCo
 
and
 
Eurobank,
 
in
 
their
 
meetings
 
dated
 
May
 
30,
 
2024,
 
and
 
June
 
28,
 
2024,
 
following
 
the
 
NomCos'
recommendations
 
on May 28,
 
2024, and June
 
26, 2024,
 
decided to discontinue
 
the role
 
of Vice
 
Chair on the
 
BoDs
and certain Committees
 
(NomCo, RemCo, and BDTCo)
 
upon the conclusion
 
of Mr.
 
Chryssikos’ term.
 
Going forward,
in the event of the Chair’s absence
 
or impediment, the most senior iNED present at the meeting—based on tenure—
shall assume the Chair’s duties.
Due to the expiration of the Boards’ tenure,
 
the AGMs of HoldCo and Eurobank on July 23, 2024, appointed the new
Boards for
 
a three-year
 
term, extending until
 
the AGMs
 
of 2027.
 
The AGMs
 
also designated the
 
independent non-
executive members
 
of the
 
Boards. The
 
new BoDs,
 
in accordance
 
with the
 
BoD decisions
 
dated May
 
30, 2024,
 
and
June 28,
 
2024, following
 
the
 
NomCos' recommendations
 
on May
 
28, 2024,
 
and June
 
26,
 
2024, comprised
 
the
 
re-
election of twelve (12) previous
 
Board members and the
 
election of one (1) new member,
 
Mr. Evangelos Kotsovinos.
In accordance
 
with the
 
above
 
AGM decisions
 
and the
 
NomCos’ recommendations
 
dated May
 
28, 2024,
 
and June
26, 2024, the new BoDs, in their meeting of
 
July 23, 2024, decided on
 
their constitution, the appointment of the Chief
Executive
 
Officer
 
(CEO) and
 
Deputy Chief
 
Executive
 
Officers
 
(DCEOs), and
 
the
 
designation
 
of executive
 
and non-
executive directors.
For efficiency
 
reasons, the composition of HoldCo’s
 
BoD is identical to that of Eurobank’s
 
BoD.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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GOVERNANCE STATEMENT
 
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Following
 
these
 
developments,
 
as
 
of
 
the
 
date
 
of
 
approval
 
of
 
this
 
Statement,
 
the
 
current
 
Boards
 
consist
 
of
 
thirteen
 
(13)
directors, categorized as follows:
Three (3) executive directors,
Two (2) non-executive
 
directors, and
Eight (8) independent non-executive directors.
Name
Position
Eurobank Holdings
Eurobank
First
appointment
End of
Term
First
appointment
End of
Term
Georgios P.
 
Zanias
Chairperson, Non-Executive Director
Mar. 2019
2027
Mar. 2020
2027
Fokion
 
C. Karavias
Chief Executive Officer
Jun. 2014
2027
Mar. 2020
2027
Stavros E. Ioannou
Deputy Chief Executive Officer
 
Apr. 2015
2027
Mar. 2020
2027
Konstantinos V.
 
Vassiliou
Deputy Chief Executive Officer
July 2018
2027
Mar. 2020
2027
Bradley Paul L. Martin
Non-Executive Director
Jun. 2014
2027
Mar. 2020
2027
Rajeev K. L. Kakar
Non-Executive Independent Director
July 2018
2027
Mar. 2020
2027
Jawaid A. Mirza
Non-Executive Independent Director
Jun. 2016
2027
Mar. 2020
2027
Alice K. Gregoriadi
Non-Executive Independent Director
Apr. 2020
2027
Apr. 2020
2027
Irene Rouvitha Panou
Non-Executive Independent Director
Apr. 2020
2027
Apr. 2020
2027
Cinzia V.
 
Basile
Non-Executive Independent Director
Dec. 2020
2027
Dec. 2020
2027
Burkhard Eckes
Non-Executive Independent Director
Jul. 2023
2027
Jul. 2023
2027
John Arthur Hollows
Non-Executive Independent Director
Jul. 2023
2027
Jul. 2023
2027
Evangelos Kotsovinos
Non-Executive Independent Director
Jul. 2024
2027
Jul. 2024
2027
5.3
CVs of Board Board
 
members and Secretary
The short
 
CVs of the
 
HoldCo and Eurobank
 
Board members,
 
summarized below,
 
demonstrate that
 
the Boards’
 
composition
aligns with
 
the knowledge,
 
skills, and
 
experience
 
necessary for
 
the effective
 
execution of
 
their duties.
 
This is
 
in accordance
with the Board Nomination
 
Policy and the business model
 
and strategy of HoldCo and Eurobank.
Additionally, the directorships held by HoldCo and Eurobank Board members as of December 31, 2023, are outlined
 
in Section
"Directorships of Board Members".
Georgios Zanias - Chairperson, Non-Executive
 
Director
-
Membership in Board Committees: Nomination and Corporate
 
Governance Committee
 
– Member
-
Year of birth: 1955
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: None
Mr. Zanias
 
joined Eurobank
 
as the
 
Chairman of the
 
Board of Directors
 
in 2019.
 
He is also a
 
Professor
 
Emeritus of
 
Economics
at the Athens University
 
of Economics and Business and a Member of the
 
Board of IOBE.
In the past, Mr Zanias has served
 
as the Minister of Finance
 
(2012), Chairman of the Board of Directors
 
of the National
 
Bank
of Greece
 
(2012-2015), Chairman of
 
the Board
 
of the
 
Hellenic Banking Association
 
(2012-2015), Member
 
of the Board
 
of the
European Banking Federation
 
(2012-2015), Member of the Board of
 
the American-Greek Chamber of Commerce ( 2019-2022),
Chairman of
 
the
 
Council of
 
Economic Advisors
 
at the
 
Ministry of
 
Finance (2009-2012),
 
General
 
Secretary of
 
the
 
Ministry of
Economy and Finance (2001-2004), Chairman and Scientific Director of the
 
National Economic Institute (KEPE) (1998-2001).
He has also served
 
as a Director on
 
the Boards
 
of Hellenic Exchanges (2000-2001),
 
Public Debt Management Office
 
(PDMA)
(2009-2012),
 
General
 
Bank
 
(1997-1998),
 
CHIPITA
 
SA
 
(2015-2019),
 
the
 
European
 
Financial
 
Stability
 
Mechanism
 
(EFSF/ESM)
(2010-2012). Also: Member of the Board
 
of Governors of the
 
Black Sea Trade
 
and Development Bank (2003-2004),
 
Alternate
Governor
 
of
 
the
 
Board
 
of
 
Governors
 
of
 
EBRD
 
(2002-2004),
 
Member
 
of
 
the
 
European
 
Securities
 
Committee
 
(2001-2002),
Member of
 
the
 
Monetary Policy
 
Committee of
 
the
 
Bank of
 
Greece
 
(May-July 2012),
 
Chairman of
 
the
 
Board of
 
Directors of
Piraeus Real Estate SA and Picar SA (2017-2019), Vice
 
Chairman of the Board of ETVA
 
Industrial Zone SA (2018-2019).
 
 
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He holds a Doctorate from Oxford University,
 
an M.Sc. for the University of Reading and a B.Sc. from the Athens University
 
of
Economics and Business.
Fokion
 
Karavias-Chief Executive Officer
 
(CEO)
-
Membership in Board Committees: None
-
Year of birth: 1964
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 775,878
Mr. Karavias
 
joined Eurobank in 1997 and served,
 
inter alia, as Member of the BoD of Eurobank
 
Private Bank Luxembourg SA
(2012-2022),
 
Senior
 
General
 
Manager,
 
Group
 
Corporate
 
&
 
Investment
 
Banking,
 
Capital
 
Markets
 
&
 
Wealth
 
Management
(2014-2015) and Executive
 
Committee Member (2014-2015),
 
General Manager and Executive Committee
 
Member (2005-2013),
Deputy General Manager
 
and Treasurer
 
(2002-2005), Head of fixed income and derivative product
 
trading (1997).
In the past,
 
Mr. Karavias
 
had also the
 
following
 
significant posts: Treasurer
 
of Telesis
 
Investment Bank (2000),
 
Head of fixed
income products
 
and derivatives
 
in Greece of
 
Citibank, Athens
 
(1994) and has also
 
worked in
 
the Market
 
Risk Management
Division of JPMorgan NY (1991).
He currently
 
also serves
 
as Vice
 
Chairman of
 
the
 
Board of
 
Directors ofHellenic
 
Bank Association
 
(HBA) ,
 
as Member
 
of the
General Council of the Hellenic
 
Federation
 
of Enterprises (SEV)
 
and as
 
Honorary Member of The Greek Tourism Confederation
(SETE).He holds a PhD in Chemical Engineering from the University of Pennsylvania, Philadelphia, USA and
 
an MA in Chemical
Engineering from
 
the same
 
university,
 
as well
 
as a Diploma
 
in Chemical
 
Engineering from
 
the National
 
Technical
 
University
of Athens. He has published articles on topics related
 
to his academic research.
Stavros Ioannou-Deputy Chief Executive Officer
 
(CEO), Group Chief Operating
 
Officer (COO) & International
 
Activities
-
Membership in Board Committees: Board Digital and Transformation
 
Committee - Member
-
Year of birth: 1961
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 358,145
Mr.
 
Ioannou holds
 
several
 
other
 
posts in
 
the
 
Eurobank
 
Group as
 
Head of
 
International
 
Activities &
 
Group Private
 
Banking,
Member of the BoD
 
of Eurobank Private Bank
 
Luxembourg S.A (since October 2024),
 
Member of the BoD
 
of Eurobank Bulgaria
AD (since October 2015), Vice-Chairman in Eurobank
 
Cyprus Ltd (since November 2022) and is also the Chairman of the BoD
inBE-Business
 
Exchanges
 
SA
 
(since
 
January
 
2014).
 
He
 
has
 
been
 
appointed
 
as
 
the
 
responsible
 
BoD
 
member
 
of
 
Eurobank
Holdings and Eurobank for
 
climate-related and environment
 
al risks and for the outsourcing
 
function.
He is currently Non-Executive Board
 
member of Grivalia Management Company S.A. (since
 
September 2019).
In the past,
 
Mr. Ioannou
 
had also the following
 
significant posts: he
 
was appointed Chief Executive
 
Officer
 
at Eurobank
 
A.D.
Beograd (2005-2008), Chairman of the
 
Executive Committee in the
 
Hellenic Banking Association (2020-2022)
 
where he had
been member since
 
2013, Vice
 
Chairman at Cardlink SA
 
(2013-2015), Member of
 
the BoD in Millennium
 
Bank, responsible for
Retail,
 
Private
 
Banking and
 
Business
 
Banking
 
(2003),
 
Head at
 
Barclays
 
Bank
 
PLC,
 
responsible
 
for
 
Retail
 
Banking,
 
Private
Banking and Operations (1990
 
-1997).
He holds an MA in Banking
 
and Finance from
 
the University
 
of Wales, UK
 
and a Bachelor Degree
 
in Business Administration
from the University
 
of Piraeus.
Kostas Vassiliou
 
-Deputy Chief Executive Officer
 
(CEO), Head of Corporate & Investment
 
Banking
-
Membership in Board Committees: None
-
Year of birth: 1972
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 356,617
Mr.
 
Vassiliou
 
holds several
 
other
 
posts in the
 
Eurobank
 
Group as
 
Chairman of the
 
BoD of Eurobank
 
Factors Single
 
Member
SA (since December 2018),
 
Member of the BoD
 
of Eurobank Equities
 
Single Member SA (since March
 
2015). He also serves as
Vice-Chairman of
 
the BoD
 
of Eurolife
 
FFH Insurance
 
Group Holdings
 
SA (since
 
January 2021), Eurolife
 
FFH Life
 
Insurance SA
(since December 2020) and Eurolife
 
FFH General Insurance
 
SA (since December 2020).
In
 
the
 
past,
 
Mr.
 
Vassiliou
 
had
 
also
 
the
 
following
 
significant
 
posts:
 
Country
 
Manager
 
for
 
Greece,
 
Cyprus
 
and
 
the
 
Balkans,
Mitsubishi
 
UFJ
 
Financial
 
Group,
 
London
 
(2000-2005)
 
and
 
Senior
 
Relationship
 
Manager,
 
Mitsubishi
 
UFJ
 
Financial
 
Group,
London (1998-2000).
He holds an MΒΑ from
 
Boston University,
 
USA and a BA in Business
 
Administration from
 
the Athens
 
University of Economics
and Business.
 
 
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Alice Gregoriadi-Independent Non-Executive Director
-
Membership in Board Committees: a) Audit Committee – Member, b) Remuneration Committee – Member,
 
c) Board
Digital and Transformation
 
Committee – Chairwoman
-
Year of birth: 1968
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: None
Mrs. Gregoriadi also serves
 
as an Affiliate Partner
 
– Management Consultant at True
 
North Partners
 
LLP,
 
London, UK and is
a Non-Executive Board Director at Climate
 
Governance Initiative
 
Greece.
 
In the past, Mrs.
 
Gregoriadi had also the
 
following significant
 
posts: Hellenic Corporation
 
of Assets & Participations
 
(HCAP),
Greece,
 
Non-Executive
 
Board
 
member,
 
Audit
 
Committee
 
member,
 
Corporate
 
Governance
 
and
 
Nominations
 
Committee
member (February
 
2017 – February
 
2021), JPMorgan, London, UK, various
 
posts as Managing Director
 
(February 2010
 
– May
2015), IBOS Board Director (April 2010 – August 2014), ABN
 
Amro Bank, Amsterdam, Netherlands & London, UK, various posts
as Managing
 
/
 
Executive
 
Director
 
(November
 
2001
 
 
December
 
2009),
 
Citibank NA,
 
London,
 
UK,
 
various
 
Senior
 
Executive
Director
 
posts (February
 
1994
 
 
August
 
2001),
 
Clearing
 
House
 
Automated
 
Payments
 
System
 
(CHAPS),
 
UK,
 
Board
 
Director
(June 1997 – July 2000).
She holds
 
an MBA from
 
the Manchester
 
Business School, UK (1991-1993),
 
including an MBA international
 
exchange program
from
 
the
 
E.J.Cox
 
School
 
of Management,
 
Texas,
 
USA
 
 
(1992),
 
an
 
Executive
 
Certification
 
on
 
Blockchain
 
for
 
business
 
from
University
 
College
 
London
 
(2019),
 
an
 
Executive
 
Certification
 
on
 
eCommerce
 
from
 
the
 
Darden
 
School
 
of
 
Business,
 
Virginia
University, USA (2000)
 
and a BSc in Business Administration from
 
the The American
 
College, Athens, (1987-1990).
Rajeev Kakar-Independent Non-Executive Director
-
Membership
 
in
 
Board
 
Committees:
 
a)
 
Audit
 
Committee
 
 
Member,
 
b)
 
Board
 
Risk
 
Committee
 
 
Chairman,
c)Nomination & Corporate Governance
 
Committee – Member
-
Year of birth: 1963
-
Nationality: Indian
-
Number of shares in Eurobank
 
Holdings: None
Mr. Kakar is a senior international
 
banker with 37 years
 
of financial services experience, and currently
 
also serves as a board
member
 
of several
 
Financial Institutions-
 
including Commercial
 
International
 
Bank (Egypt),
 
Gulf International
 
Bank Group
Board
 
(Bahrain),
 
Gulf International
 
Bank (Saudi
 
Arabia) and
 
is also
 
a Global
 
Advisory Board
 
member
 
at the
 
University
 
of
Chicago’s Booth School of Business. In the past Mr. Kakar has also
 
served as board member on several international financial
institutions/bank
 
boards
 
-
 
eg.,
 
as
 
Board
 
Member
 
of
 
Visa
 
International
 
CEEMEA
 
(United
 
Kingdom
 
2004-2006),
 
Global
Management
 
Board
 
member
 
of
 
Fullerton
 
Financial
 
Holdings
 
(Singapore
 
2006-2018),
 
Board
 
member
 
of
 
UTI
 
AMC
 
in
 
India
(2019-2024), Chairman
 
of the
 
BoD, Fullerton
 
Securities &
 
Wealth
 
Advisors (New
 
Delhi, India
 
2008-2017), board
 
Member of
Fullerton India Credit Company (India
 
2009-2017), Member of the Board of
 
Commissioners, Adira Dinamika Multi Finance Tbk,
subsidiary of Bank Danamon (Indonesia 2010-2013), etc.
Between 2006-2018, Mr. Kakar served as the Global Co-Founder
 
of Fullerton Financial Holdings (Singapore) - a wholly owned
subsidiary of Temasek
 
Holdings, Singapore.
 
In this
 
role,
 
he also
 
concurrently
 
served as
 
Fullerton’s
 
Global CEO
 
of Consumer
Banking, Regional CEO for
 
Central Europe,
 
Middle East and Africa, and also
 
as the Founder,
 
Managing Director and CEO of
Dunia Finance (Fullerton’s UAE subsidiary). Prior to 2016, he was
 
at Citibank for 20 years working across various countries and
held various senior
 
management positions, including,
 
his most recent
 
Citibank assignment where
 
he served
 
as the Regional
CEO & Division Executive for Citibank-Turkey,
 
Middle East and Africa until Jan 2006.
Mr. Kakar holds an MBA, Finance
 
& Marketing from the
 
Indian Institute of Management, Ahmedabad (India) and a Bachelor
of Technology,
 
Mechanical Engineering from
 
the Indian Institute of Technology
 
(India).
Bradley Paul Martin-Non-Executive
 
Director
-
Membership in Board Committees: None
-
Year of birth: 1959
-
Nationality: Canadian
-
Number of shares in Eurobank
 
Holdings: 122,500
In the past Mr. Martin has also served
 
as: Vice President of Fairfax
 
Financial Holdings (1998 - 2024), Vice President, Strategic
Investments
 
of Fairfax
 
Financial
 
Holdings (2012
 
- 2024),
 
Member
 
of the
 
BoD, Bank
 
of Ireland
 
(2013-2017), Chief
 
Operating
Officer (COO), Fairfax
 
Financial Holdings (2006-2012) and Partner,
 
Torys LLP law firm (before
 
1998).
Mr. Martin also
 
serves as Non-Executive
 
Director,
 
of AGT Food
 
and Ingredients Inc. and as a
 
Non-Executive Director,
 
of Blue
Ant Media Inc
He holds a ΒΑ from Harvard University,
 
USA and an LLB from the University
 
of Toronto,
 
Canada.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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GOVERNANCE STATEMENT
 
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Jawaid Mirza-Independent Non-Executive Director
-
Membership in
 
Board Committees:
 
a) Audit Committee
 
– Vice
 
Chairman, b) Nomination
 
& Corporate
 
Governance
Committee – Member, c) Remuneration
 
Committee – Member
-
Year of birth: 1958
-
Nationality: Canadian
-
Number of shares in Eurobank
 
Holdings: None
Mr. Mirza is a strong proponent and practitioner
 
of international corporate governance
 
and brings with him over 35 years of
diversified
 
experience
 
and
 
a
 
solid
 
track
 
record
 
in
 
all
 
facets
 
of
 
financial
 
and
 
risk
 
management,
 
technology,
 
mergers
 
and
acquisitions,
 
business turnarounds and operation
 
management.
 
In the past,
 
Mr. Mirza
 
was also the lead
 
Director with Commercial
 
International Bank of Egypt,
 
as well as Independent
 
Non-
Executive
 
Director
 
with
 
South
 
Africa
 
Bank
 
of
 
Athens
 
(Johannesburg).
 
He
 
also
 
served
 
Commercial
 
Bank
 
of
 
Egypt
 
(CIB)
 
as
Managing
 
Director
 
&
 
CEO
 
of
 
Consumer
 
Banking
 
and
 
Group
 
COO.
 
Over
 
the
 
years,
 
Mr.
 
Mirza
 
has
 
worked
 
with
 
global
institutions like Citibank and ABN
 
AMRO Bank Ltd
 
where he held several senior positions as CFO European Region, Managing
Director
 
and
 
Chief
 
Operating
 
Officer
 
for
 
Global
 
Private
 
Banking,
 
Asset
 
Management
 
and
 
New
 
Growth
 
Markets,
 
Chief
Financial Officer for
 
Asian region including Australia/New Zealand and Middle
 
East.
 
Mr. Mirza led several
 
due diligences for
acquiring banks in Europe,
 
Asia, and Latin America.
 
Mr. Mirza
 
was also a member
 
of the
 
Top Executive
 
Group (TEG)
 
of ABN
AMRO Bank as well as member of the
 
Group Finance and Group COO Board.
 
Mr.
 
Mirza also
 
serves
 
as Non-Executive
 
Independent Director
 
of AGT
 
Food
 
& Ingredients
 
(Canada), IDRF
 
(Canada) and
 
as
Non-Executive Independent Director of Commercial
 
International Bank (CIB) (Egypt).
Mr.
 
Mirza
 
holds
 
various
 
business
 
management
 
courses
 
from
 
reputable
 
institutions
 
like
 
Queens
 
Business
 
school,
 
Wharton
Business school, Stanford Graduate School of Business and
 
is also a member of
 
the Institute of Corporate Directors, Canada.
 
Irene Rouvitha Panou-Independent Non-Executive
 
Director
-
Membership
 
in Board
 
Committees:
 
a)
 
Nomination
 
& Corporate
 
Governance
 
Committee
 
 
Chairwoman,
 
b)
 
Audit
Committee – Member, c) Remuneration
 
Committee - Member
-
Year of birth: 1958
-
Nationality: Cypriot
-
Number of shares in Eurobank
 
Holdings: None
Mrs. Rouvitha Panou is an accomplished international leader with over
 
three decades of cross-border
 
financial experience in
strategy,
 
governance,
 
audit,
 
and
 
organizational
 
transformation.
 
She
 
has
 
driven
 
sustainable
 
organizational
 
growth
 
by
developing and
 
implementing strategic
 
initiatives, leading
 
corporate
 
turnarounds, enhancing governance
 
frameworks,
 
and
fostering
 
innovation,
 
also contributing
 
to the
 
drastic
 
upgrade
 
and digital
 
evolution
 
of key
 
services
 
in Cyprus,
 
a country
 
of
strategic
 
importance
 
to
 
Eurobank.
 
Her
 
career
 
spans
 
across
 
Cyprus,
 
the
 
UK,
 
Greece,
 
Romania,
 
Australia,
 
and
 
the
 
USA,
demonstrating broad
 
international exposure
 
in banking and financial services.
In
 
the
 
past, she
 
was Chair
 
of
 
the
 
Board
 
of Cyta
 
(Cyprus’
 
leading integrated
 
electronic
 
communications
 
provider)
 
for
 
two
consecutive
 
tenures
 
(July
 
2016-July
 
2021),
 
Chair
 
of
 
the
 
Management
 
Committee
 
of
 
the
 
Pensions
 
&
 
Grants
 
Fund
 
of
 
the
Personnel
 
of Cyta (January
 
2019-July 2021),
 
Chair of the
 
Board of
 
the Cyprus
 
Development
 
Bank following
 
its privatization
(September 2008-April 2014) and
 
Board Member of the Cyprus Employers and
 
Industrialists Federation (May 2020-July 2021).
She
 
was
 
Independent
 
Non-Executive
 
Director
 
and
 
Board
 
Committees
 
Chair/Member
 
of
 
the
 
Cyprus
 
Asset
 
Management
Company KEDIPES (March 2023-June 2024),
 
Alpha Bank subsidiaries in Romania, Cyprus and Greece
 
(November 2014-April
2020) and Vassiliko Cement
 
public company (February
 
2012-October 2014). She was Managing Director
 
of Laiki Bank Hellas
SA (April 2002-November 2006) and Group General Manager of Cyprus
 
Popular Bank (HSBC associate
 
bank) (January 2000-
November
 
2006)
 
also
 
serving,
 
among
 
others,
 
as
 
Group
 
Board
 
Director
 
and
 
Board
 
Member
 
of
 
the
 
Group’s
 
banking
subsidiaries in
 
Greece
 
and Australia.
 
Between
 
June 1984
 
and September
 
1991, she
 
worked
 
in Boston
 
USA, where
 
she held
senior positions in the field of management and
 
financial services consulting.
Mrs. Rouvitha Panou is also a committed board member
 
in academic and philanthropic organizations,
 
serving as a Member
of
 
the
 
Board
 
of
 
Trustees
 
of
 
the
 
UK-based
 
Stelios
 
Philanthropic
 
Foundation,
 
a
 
Member
 
of
 
the
 
International
 
Advisory
Committee
 
of
 
Komvos
 
Global
 
Hellenism
 
Network,
 
and
 
a
 
Member
 
of
 
the
 
Advisory
 
Council
 
of
 
the
 
School
 
of
 
Economics
 
&
Management
 
at
 
the
 
University
 
of
 
Cyprus,
 
focusing
 
on
 
integrating
 
financial
 
industry
 
objectives
 
into
 
academic
 
research
priorities. Her
 
leadership at
 
Cyta included
 
effecting
 
major M&A
 
activities and
 
driving key
 
digital transformation
 
projects—
such
 
as
 
the
 
early
 
rollout
 
of
 
5G
 
and
 
Fiber-To-The-Home
 
(FTTH)
 
technologies,
 
smart
 
city
 
initiatives,
 
and
 
significant
 
ESG
projects—contributing to the modernization
 
of Cyprus’ telecommunications infrastructure.
She graduated
 
from the
 
London School of
 
Economics, UK (B.Sc.
 
Economics, Metcalfe
 
Scholar) with
 
postgraduate studies
 
at
the University of Cambridge, UK (M.Phil.
 
Economics) and the Massachusetts
 
Institute of Technology, USA (M.Sc. Management,
Fulbright Scholar).
 
 
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Cinzia Basile-Independent Non-Executive Director
-
Membership in Board Committees:
 
a) Board Risk Committee
 
– Member, b) Remuneration Committee – Chairwoman,
c) Board Digital and Transformation
 
Committee – Member
-
Year of birth: 1971
-
Nationality: Italian and British
-
Number of shares in Eurobank
 
Holdings: None
Mrs Basile
 
is the
 
Chairperson of
 
Nikko
 
Asset Management
 
Europe
 
(NAME),
 
one
 
of Asia’s
 
largest
 
asset managers;
 
she
 
also
Chairs the HR Advisory Committee and is a member of the
 
Risk & Stewardship Committee.
 
Mrs
 
Basile is
 
a
 
highly
 
accomplished
 
financial
 
leader
 
with
 
deep
 
expertise
 
in
 
the
 
financial
 
sector,
 
asset
 
management,
 
and
strategic growth.
 
She serves as Chairman of My Community Bank, where
 
she has driven significant balance sheet
 
growth by
leveraging fintech solutions to promote financial
 
inclusion in underserved markets. In addition,
 
she is a
 
Non-Executive Director
at several
 
prominent financial institutions, including Zenith Global,
 
and Creditis Servizi Finanziari.
 
In the past, Mrs. Basile had also the following
 
significant posts: she set up and ran Credit Suisse AG’s Investment
 
Bank multi-
asset investment management business (Custom Markets) in the UK, Ireland and Luxembourg, Non-Executive Member
 
of the
BoD and Chair of the Operating
 
and Risk Committee of Credit Suisse Custom Markets, a sponsored
 
management company
of
 
Credit
 
Suisse
 
located
 
Luxembourg
 
(August
 
2011
 
 
August
 
2017),
 
Non-Executive
 
Member
 
of
 
the
 
BoD
 
and
 
Chair
 
of
 
the
Operating of Custom Markets plc and Custom Markets QIAF,
 
sponsored management companies of Credit Suisse located in
Ireland (August
 
2011 – August
 
2017), Non-Executive
 
Member of the
 
BoD and Chair
 
of the
 
Operating
 
and Risk Committee
 
of
Custom Markets QIAF a subsidiary of Credit Suisse located in Ireland
 
(August 2011 – August 2017).
She is a
 
fellow at the CSaP's Dowling Policy Fellowship, Cambridge University. The fellowship's mission is to help public policy-
making address
 
the
 
major challenges
 
of the
 
21st century
 
by drawing
 
more
 
effectively
 
on the
 
best research,
 
evidence,
 
and
expertise. Fellows
 
share a
 
common interest
 
in advancing policies
 
that support
 
science, innovation,
 
and entrepreneurship
 
in
the public interest.
She holds a Juris Doctor Degree from the
 
University of Rome “La Sapienza”, Italy and she was awarded a Thesis
 
Scholarship
(derivative instruments), London School
 
of Economics, UK.
John Arthur Hollows-Independent, Non-Executive
 
Director
-
Membership in Board Committees: a) Board Risk Committee – Vice
 
Chairman, b) Board Digital and Transformation
Committee – Member, c) Remuneration
 
Committee - Member
-
Year of birth: 1956
-
Nationality: British
-
Number of shares in Eurobank
 
Holdings: None
Mr. Hollows served
 
for 26 years in the KBC Group as Member of the Boards of Directors, KBC Bank and KBC Insurance (2009-
2022),
 
Member
 
of
 
the
 
Executive
 
Committee,
 
KBC
 
Group
 
(2009-2022),
 
Chair
 
of
 
the
 
Board
 
of
 
Directors
 
of
 
Československá
obchodní banka, a.
 
s. (ČSOB) and CEO
 
(2014-2022), Member
 
of the Board
 
of Directors of KBC
 
Group N.V.,
 
Group Chief Risk
Officer
 
(2010-2014),
 
CEO,
 
Central
 
and Eastern
 
Europe
 
and Russia
 
(2009-2010),
 
Senior
 
General
 
Manager,
 
Banking,
 
Central
Europe Business
 
Unit, KBC Group,
 
Brussels (2006-2009), CEO,
 
Kereskedelmi
 
es Hitelbank Rt.,
 
Hungary (2003-2006), General
Manager,
 
Asia
 
Pacific,
 
KBC
 
Bank
 
N.V.
 
(1999-2003),
 
General
 
Manager,
 
Shanghai
 
Branch,
 
KBC
 
Bank
 
N.V.
 
(1997-1999)
 
and
Commercial Banking Head, Hong Kong Branch,
 
Kredietbank N.V (1996).
In the past. Mr. Hollows served at Barclays
 
Bank PLC as Chief
 
Manager, Taipei Branch (1991-1995), Head of International Trade
Services,
 
London
 
(1989-1991),
 
Manager,
 
Export
 
Finance
 
Department,
 
London
 
(1986-1989),
 
Corporate
 
Manager,
 
Watford
Branch (1984-1986), Assistant
 
Manager, Cost Control Unit, General Manager’s Office (1982-1984)
 
and Graduate Trainee (1978-
1982). He has also served as Chair, European Council of Commerce and Trade (1994-1995) and Deputy Chair, British Exporters
Association (1989-1991).
He holds a Master of Arts, Sidney Sussex College, Cambridge (law and economics).
Burkhard Eckes - Independent, Non-Executive
 
Director
-
Membership
 
in
 
Board
 
Committees:
 
a)
 
Audit
 
Committee
 
 
Chairman,
 
b)
 
Nomination
 
and
 
Corporate
 
Governance
Committee – Member, c) Board
 
Risk Committee - Member
-
Year of birth: 1960
-
Nationality: German
-
Number of shares in Eurobank
 
Holdings: None
Mr. Eckes served
 
for more than 30 years at PwC
 
as Senior Advisor, PwC Germany
 
and EMEA (Europe, Middle East and Africa)
(2022 - 2023), Global Banking and Capital
 
Markets (BCM) ESG Leader and member of the Global Financial Services (FS) ESG
Leadership Team
 
(2019 - 2022), responsible for
 
BCM activities in ESG consulting globally,
 
EMEA BCM Leader and member
 
of
the EMEA FS Leadership Team (2017 - 2022), responsible for
 
BCM client relationships, projects and strategy in consulting and
 
 
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assurance
 
services,
 
including
 
development
 
and
 
implementation
 
of
 
banking
 
strategies,
 
business
 
models,
 
supervisory
 
and
regulatory requirements
 
and practices,
 
governance,
 
risk management,
 
accounting and reporting
 
best practices,
 
ESG, bank
restructuring
 
and bank
 
transformation
 
advice,
 
Member
 
of the
 
Global
 
BCM Leadership
 
Team
 
(2009
 
- 2022),
 
German BCM
Leader
 
and member
 
of the
 
German
 
FS Leadership
 
Team
 
(2009 -
 
2018), responsible
 
for
 
consulting and
 
assurance
 
services,
including HR,
 
people development
 
and statutory
 
audits of
 
large German
 
banks, Chair
 
of the
 
Global Banking
 
International
Accounting Group (2002 - 2023) and Partner
 
(1996 - 2022).
Mr. Eckes
 
also serves as Member
 
of the Supervisory Board
 
of Bayerische
 
Landesbank (Munich) (since May 2024),
 
as Member
of the
 
Supervisory
 
Board and
 
Chair of
 
the
 
Audit Committee
 
of Bank
 
Pictet &
 
Cie (Europe)
 
AG, Frankfurt
 
(since June
 
2023)
and as Member of the Supervisory Board
 
and Chair of the Risk and Audit Committee of Solaris SE, Berlin (since
 
April 2023).
n the
 
past, Mr.
 
Eckes has
 
served as
 
Chair of
 
the Banks
 
Working
 
Party of
 
Accountancy Europe
 
(former
 
FEE -
 
Fédération
 
des
Experts Comptables Européens) (2015 - 2022), Chair of the Banking Committee (Bankenfachausschuss
 
– BFA) of the German
Institute of Public
 
Auditors (Institut der Wirtschaftsprüfer - IDW) (2017 - 2022) and member of the BFA (2008 - 2022), Member
of
 
the
 
European
 
Parlamentary
 
Financial
 
Services
 
Forum
 
-
 
EPFSF
 
(2012
 
-
 
2023)
 
and
 
Member
 
of
 
the
 
Steering
 
Committee
Sustainability of IDW (2020 - 2022).
He
 
holds
 
an
 
MBA
 
from
 
the
 
University
 
of
 
Saarland,
 
Saarbrücken
 
(1986)
 
and
 
is
 
a
 
Certified
 
Public
 
Auditor
 
(German
Wirtschaftsfprüfer)
 
(1996).
Evan Kotsovinos-Independent, Non-Executive
 
Director
-
Membership
 
in
 
Board
 
Committees:
 
a)
 
Board
 
Risk
 
Committee
 
 
Member,
 
b)
 
Board
 
Digital
 
and
 
Transformation
Committee – Member
-
Year of birth: 1979
-
Nationality: Greek
-
Number of shares in Eurobank
 
Holdings: None
Mr. Kotsovinos also serves as Vice President of Engineering and General
 
Manager, Google, New York (since November 2022).
In the past. Mr. Kotsovinos served
 
at American Express, New York
 
as Senior Vice President and Global Head of Infrastructure,
(2019-2022). He also held senior management positions at Morgan Stanley: Asia
 
Chief Information Officer,
 
Hong Kong (2018-
2019),
 
Head
 
of
 
Asia
 
Infrastructure,
 
China
 
CIO,
 
Hong
 
Kong
 
and
 
Shanghai
 
(2014-2018),
 
Head
 
of
 
Infrastructure
 
Hungary,
Executive Director,
 
Budapest (2013-2014), EMEA CTO of Infrastructure,
 
Global CTO of Cloud, Executive
 
Director (2012-2014).
He holds
 
a Masters
 
in Finance
 
(2010-2012), London
 
Business School,
 
a PhD
 
in Computer
 
Science (2001
 
-2004), University
 
of
Cambridge and a BSc in Computer Science (1997-2001), University
 
of Crete.
The Board is served
 
by a competent and experienced company secretary,
 
the short CV of whom is outlined below:
Ioannis Chadolias-Secretary to the BoD,
 
Head of Group Company Secretariat
 
-
Secretary to the following Board Committees: a)
 
Remuneration Committee, b) Nomination & Corporate Governance
Committee, c) Board Digital and Transformation
 
Committee
-
Year of birth: 1970
-
Nationality: Hellenic
-
Number of shares: 30,000
Mr. Chadolias is responsible to lead the
 
Group Company Secretariat unit and provide
 
effective company secretarial
 
support
to
 
the
 
Board
 
and
 
Board
 
Committees
 
of
 
Eurobank
 
and
 
Eurobank
 
Holdings
 
as
 
well
 
as
 
to
 
their
 
most
 
important
 
Executive
Committees, ensuring compliance with corporate
 
law and regulations and maintaining
 
effective corporate
 
governance
 
and
internal policy framework.
With
 
nearly three
 
decades of
 
experience
 
in corporate
 
governance,
 
compliance, and
 
financial services,
 
he previously
 
served
as Deputy
 
Company Secretary
 
of Eurobank
 
and Eurobank
 
Holdings (2016–2021)
 
and led the
 
Group Corporate
 
Governance
Division (2009–2016).
 
Earlier roles
 
at Eurobank
 
include Subsidiaries
 
Control
 
and Compliance
 
Manager (2006–2009).
 
Before
joining
 
the
 
Bank,
 
he
 
held
 
managerial
 
positions,
 
among
 
others,
 
at
 
Megatrust
 
(a
 
stockbroker
 
company-member
 
of
Interamerican
 
group)
 
and
 
Cosmote
 
(the
 
largest
 
telecommunications
 
group
 
in
 
Greece),
 
while
 
he
 
began
 
his
 
career
 
as
 
an
auditor and business consultant at PwC.
He holds an MSc in Project Analysis, Finance, and Investment from
 
the University of York
 
and a Bachelor's in Economics from
the Athens University
 
of Economics and Business and several
 
professional qualifications.
5.4
Re-election, Cessation, and Independence of Board
 
Members
There
 
are
 
no
 
limitations
 
on
 
the
 
re-election
 
or
 
cessation
 
of
 
Directors
 
in
 
the
 
Articles
 
of
 
Association
 
of
 
Eurobank
 
Holdings
(HoldCo)
 
and Eurobank.
 
In
 
cases
 
where
 
a Board
 
member’s
 
term
 
has expired,
 
the
 
Board
 
retains
 
the
 
authority
 
to continue
managing
 
and
 
representing
 
the
 
HoldCo/Bank
 
without
 
immediately
 
replacing
 
the
 
expired
 
members,
 
provided
 
that
 
the
remaining members
 
constitute more
 
than half
 
of the
 
original number
 
of members
 
before
 
the lapse
 
event
 
and, in any
 
case,
are not fewer
 
than three (3).
 
 
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As stipulated in the
 
Articles of Association
 
of HoldCo and Eurobank,
 
and in compliance with
 
Law 4548/2018, the
 
Board may
consist
 
of
 
three
 
(3)
 
to
 
fifteen
 
(15)
 
members.
 
Additionally,
 
in
 
accordance
 
with
 
Law
 
4706/2020
 
on
 
corporate
 
governance,
independent non-executive
 
directors are
 
appointed by
 
the
 
General
 
Meeting and must
 
constitute at
 
least one-third
 
(1/3) of
the total number of Board members
 
(rounded to the nearest integer),
 
with a minimum of two (2) independent non-executive
directors.
For the
 
year 2024, the Nominations and Corporate
 
Governance Committees of HoldCo and Eurobank,
 
in their meetings held
on May 28, 2024, and November 26, 2024, reviewed
 
the independence criteria in accordance with Law 4706/2020, European
Commission
 
Recommendation
 
2005/162/EC,
 
and
 
the
 
Executive
 
Committee
 
Act
 
of
 
the
 
Bank
 
of
 
Greece
 
No.
 
224/23.12.2023
(BoG ECA 224/2023),
 
which incorporated the Joint ESMA
 
and EBA Guidelines
 
on the Assessment of
 
the Suitability of Members
of
 
the
 
Management
 
Body
 
and
 
Key
 
Function
 
Holders.
 
The
 
Committees
 
concluded
 
that
 
the
 
Independent
 
Non-Executive
Directors meet the
 
applicable independence criteria.
5.5
Division of responsibilities
At the top level
 
of Eurobank Holdings
 
and Eurobank,
 
there
 
is a clear separation
 
of responsibilities between
 
governance
 
and
executive
 
management.
 
The
 
Chairperson
 
oversees
 
the
 
governance
 
functions,
 
while
 
the
 
Chief Executive
 
Officer
 
(CEO)
 
and
Deputy CEOs
 
manage the
 
operational
 
and managerial
 
aspects of
 
the
 
organization.
 
Importantly,
 
the
 
roles
 
of Chairperson
and CEO are held by different
 
individuals, ensuring a balanced and effective
 
leadership structure.
5.5.1
Chairperson
The
 
Chairperson
 
of
 
the
 
HoldCo
 
and
 
Eurobank
 
Boards
 
is
 
a
 
Non-Executive
 
Director
 
and
 
does
 
not
 
concurrently
 
serve
 
as
Chairperson of the Risk or Audit Committees. Elected by all Board members,
 
including Independent Non-Executive Directors,
in accordance
 
with Law 4548/2018
 
and the Articles
 
of Association, the
 
Chairperson presides
 
over
 
Board meetings,
 
ensuring
their effective
 
organization and operation.
The Chairperson’s
 
responsibilities include:
Organizing and coordinating the work
 
of the Board.
Setting the Board’s agenda and ensuring adequate time
 
for discussions, particularly
 
on strategic matters.
Promoting a culture of open-mindedness and constructive
 
dialogue.
Facilitating and promoting good relationships
 
among Board members and ensuring the effective
 
contribution of all
Non-Executive Directors.
Ensuring that Directors receive
 
accurate, timely,
 
and clear information and that
 
their developmental
 
needs are met
to enhance Board effectiveness.
Maintaining continuous communication
 
with representatives
 
of the
 
Ministry of Finance,
 
the Bank
 
of Greece
 
(BoG),
and other public authorities.
Ensuring that the Board
 
as a whole has a satisfactory understanding of shareholder
 
views.
Ensuring
 
effective
 
communication
 
with
 
all
 
shareholders,
 
promoting
 
fair
 
and
 
equitable
 
treatment,
 
and
 
fostering
constructive dialogue to understand their perspectives.
Working
 
closely
 
with
 
the
 
CEO
 
and
 
the
 
Corporate
 
Secretary
 
to
 
prepare
 
Board
 
meetings
 
and
 
ensure
 
that
 
Board
members are fully informed.
It is noted that the Board
 
has not appointed a Senior Independent Director (SID).
5.5.2
CEO
The CEO of HoldCo and Eurobank is responsible for the development and execution of strategy in
 
alignment with the Group's
vision.
 
As
 
the
 
leader
 
of
 
the
 
organization,
 
the
 
CEO
 
is
 
accountable
 
for
 
driving
 
the
 
achievement
 
of
 
the
 
Group’s
 
goals
 
and
objectives, ensuring effective
 
implementation of strategic
 
initiatives and operational
 
excellence.
5.5.3
Executive Directors
The
 
Executive
 
Directors of
 
HoldCo and
 
Eurobank,
 
including the
 
CEO and
 
Deputy CEOs,
 
are responsible
 
for
 
the
 
day-to-day
management and oversight of the
 
Group, as well as for executing its strategy,
 
as defined by the Board. Their
 
responsibilities
include:
Regularly consulting with Non-Executive Directors
 
to assess the appropriateness of the
 
implemented strategy.
Providing
 
updates
 
to
 
the
 
Board,
 
in
 
collaboration
 
with
 
senior
 
managers,
 
regarding
 
market
 
conditions
 
and
 
other
developments affecting
 
HoldCo and Eurobank.
Promptly informing
 
the Board,
 
either jointly
 
or individually in
 
writing, by submitting
 
a report with
 
assessments and
proposals, in the event
 
of crisis situations or anticipated risks that may impact the
 
financial position of HoldCo and
Eurobank.
The CEO and Deputy CEOs fulfill their duties in
 
accordance with the Internal Governance
 
Control Manuals (IGCMs) of HoldCo
and
 
Eurobank,
 
which
 
are
 
endorsed
 
by
 
their
 
respective
 
Boards.
 
These
 
IGCMs
 
provide
 
a
 
comprehensive
 
framework
 
for
 
the
 
 
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governance,
 
direction,
 
and supervision
 
of HoldCo
 
and Eurobank,
 
ensuring compliance
 
with legal
 
and regulatory
 
corporate
governance standards.
5.5.4
Non-Executive Directors
The
 
Non-Executive
 
Directors
 
are
 
responsible
 
for
 
promoting
 
and safeguarding
 
the
 
interests
 
of HoldCo
 
and Eurobank
 
as a
whole. Their key
 
responsibilities include:
Monitoring and evaluating the strategy
 
and its execution, as well as assessing the achievement
 
of objectives.
Ensuring effective oversight
 
of executive members, including monitoring and evaluating
 
their performance.
Reviewing
 
and
 
providing
 
feedback
 
on
 
proposals
 
submitted
 
by
 
the
 
Executive
 
Directors,
 
based
 
on
 
available
information.
Approving, revising, and overseeing
 
the implementation
 
of the Group-level
 
remuneration
 
policy.
The Non-Executive Directors
 
have the authority to request, in accordance
 
with HoldCo’s and Eurobank’s
 
internal procedures,
direct
 
engagement
 
with
 
senior
 
management.
 
This
 
is
 
facilitated
 
through
 
regular
 
presentations
 
by
 
department
 
heads
 
and
service leaders.
The
 
Non-Executive
 
Directors
 
convene
 
at
 
least
 
once
 
a year,
 
or as
 
deemed
 
appropriate,
 
without
 
the
 
presence
 
of executive
members, to evaluate
 
their performance.
 
These meetings
 
do not constitute a formal
 
Board body or committee.
 
In 2024, the
Non-Executive Directors of HoldCo and Eurobank
 
held meetings on February
 
29,
 
2024, and October 23, 2024.
HoldCo and Eurobank encourage
 
Non-Executive Directors to remain well
 
-informed on all matters
 
handled by the respective
Board.
The Independent
 
Non-Executive Directors
 
are required
 
to submit their
 
own reports,
 
either
 
individually or collectively,
 
to the
Annual or Extraordinary General
 
Meeting of Shareholders, in addition to the
 
reports presented by the
 
Board.
5.6
Operation of the
 
Board
The operation of the Board, including its meeting protocols, decision-making processes, and procedural
 
guidelines, is defined
in the Internal Governance Control Manual (IGCM) of HoldCo and Eurobank. This manual, endorsed by the respective Boards,
is
 
designed
 
to
 
adhere
 
to
 
legal
 
and
 
regulatory
 
corporate
 
governance
 
standards,
 
while
 
also
 
incorporating
 
the
 
relevant
provisions of the
 
Articles of Association of HoldCo and Eurobank.
5.6.1
Board Meetings
The Board convenes
 
regularly on a quarterly basis and on an ad hoc basis whenever
 
required by law or the needs of HoldCo
and Eurobank. Each
 
year,
 
within the third
 
quarter of the
 
preceding year,
 
the Board
 
establishes an annual calendar
 
of Board
and
 
Committee
 
meetings,
 
along
 
with
 
an
 
annual
 
action
 
plan.
 
This
 
plan
 
is
 
adjusted
 
as
 
necessary
 
to
 
ensure
 
the
 
timely,
comprehensive,
 
and effective
 
execution
 
of responsibilities
 
and the
 
thorough
 
review
 
of all
 
matters
 
requiring
 
decisions.
 
Any
updates
 
or
 
modifications
 
to
 
the
 
annual
 
calendar
 
are
 
promptly
 
communicated
 
to
 
all
 
Board
 
and
 
Committee
 
members
 
to
facilitate their
 
planning.
Board meetings
 
are convened
 
with a notice
 
period of at
 
least two (2)
 
business days or five
 
(5) business days if
 
the meeting
is held outside the registered office of HoldCo or Eurobank,
 
in accordance with Company Law 4548/2018. The invitation must
clearly state the
 
agenda items. If
 
the agenda
 
is not explicitly
 
stated, decisions
 
may only be
 
made if all Board
 
members are
present or represented and no objections are
 
raised regarding the
 
meeting’s convocation
 
and decision-making. Documents
submitted to the Board are
 
typically circulated along with the
 
agenda.
5.6.2
Dissemination of Information
The
 
Board utilizes
 
technological tools
 
with necessary
 
security specifications
 
to facilitate
 
real-time information
 
sharing and
connectivity for Board members.
The CEO and senior management are responsible for ensuring that Board members have access to all necessary information
required for
 
the performance
 
of their duties at any time.
5.6.3
Quorum in the Board Meetings
The
 
Board is
 
considered
 
to have
 
quorum and
 
may conduct
 
valid meetings
 
when at
 
least half
 
plus one
 
of its
 
members
 
are
present
 
or
 
represented.
 
The
 
number
 
of
 
present
 
or
 
represented
 
members
 
may
 
not
 
fall
 
below
 
three
 
(3),
 
and
 
any
 
resulting
fraction when determin
 
ing quorum is disregarded.
Board
 
decisions are
 
made by
 
an absolute
 
majority of
 
the
 
Directors present
 
or represented.
 
In the
 
event
 
of a
 
tie vote,
 
the
Chairperson does not have a casting vote.
5.6.4
Board Decisions and Minutes
Decisions are made following discussions that fully address
 
the agenda items, ensuring
 
that all members present are satisfied
with the deliberations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Board
 
meeting
 
minutes
 
are
 
kept
 
by
 
the
 
Company
 
Secretary,
 
approved
 
at
 
subsequent
 
Board
 
meetings,
 
and signed
 
by
 
all
members
 
present.
 
Additionally,
 
the
 
drafting
 
and
 
signing
 
of
 
minutes
 
by
 
all
 
Board
 
members
 
or
 
their
 
representatives
 
is
considered equivalent to a formal
 
Board decision, even
 
in the absence of a preceding physical meeting.
5.6.5
Company Secretary
The Boards of HoldCo
 
and Eurobank are supported by
 
a capable, skilled, and experienced Company Secretary,
 
who ensures
adherence
 
to internal
 
procedures
 
and policies,
 
as well
 
as compliance
 
with relevant
 
laws and regulations,
 
thereby
 
enabling
the effective
 
and efficient operation
 
of the Boards.
The
 
Company Secretary
 
holds
 
a senior
 
management
 
position
 
and is
 
appointed or
 
dismissed by
 
the
 
Board,
 
based
 
on the
recommendation of the
 
Chairperson.
Serving as the head of the Group Company Secretariat, a unit
 
within Eurobank, the Company Secretary, in collaboration with
the Chairperson, is responsible for:
Ensuring prompt, transparent,
 
and comprehensive communication
 
with the Board and its Committees.
Managing the integration
 
of new Board and Committee members.
Organizing General
 
Meetings of Shareholders.
Facilitating communication
 
between shareholders
 
and the Board.
Facilitating communication
 
between the Board
 
and senior management.
Additionally,
 
the
 
Company
 
Secretary
 
provides
 
advice
 
to
 
the
 
Board,
 
through
 
the
 
Chairperson,
 
on
 
governance
 
matters,
ensuring adherence
 
to Board procedures.
All Board
 
members have
 
the right
 
to access
 
the advice
 
and services
 
of the
 
Company Secretary,
 
who is also
 
responsible for
facilitating their
 
orientation and supporting their professional
 
development.
5.7
Attendance of Board members
 
in the Board and Board
 
Committees
In accordance
 
with the
 
HoldCo/Bank Board
 
and Board
 
Committees Attendance
 
Policy
 
(please refer
 
to the
 
relevant section
in
 
this
 
report),
 
and
 
within
 
the
 
scope
 
of
 
the
 
HoldCo/Bank
 
Nomination
 
and
 
Corporate
 
Governance
 
Committee’s
 
(NomCo)
responsibility to regularly
 
monitor Board members'
 
attendance and assess
 
whether
 
escalation to
 
the Board
 
is necessary
 
in
cases of inadequate participation, the NomCo conducted reviews
 
of Directors' attendance on June 28, 2024, and December
16, 2024.
Furthermore,
 
in 2024,
 
the
 
average
 
attendance
 
rate
 
of Directors
 
of HoldCo
 
and Eurobank
 
at Board
 
and Board
 
Committee
meetings was as follows:
Company
Meetings
Average
 
ratio
 
of
Directors’ attendance
2024
2023
2024
2023
HoldCo
20
24
98.8%
96.4%
Bank
 
25
23
98.16%
96.3%
During 2024, at individual level, the
 
attendance of the Directors
 
to the Board, stood above
 
the 85% threshold.
 
In addition, it
is noted that
 
all Directors
 
with missed Board
 
attendances, provided
 
representation
 
proxies, leading
 
to an attendance
 
rate
(physical and under representation)
 
of 100%.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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In particular, the
 
Directors’ attendance rates
 
at the Board meetings
 
in 2024 were the
 
following:
Name
Eurobank Holdings Board
Eurobank Board
Eligible to
attend
Attended in person
(# and %)
Eligible
to
attend
Attended in person
(# and %)
Georgios
 
Zanias,
Chairperson,
 
Non-Executive
Director
20
20
100%
25
25
100%
Georgios
 
Chryssikos,
Vice-Chairperson,
 
Non-
Executive Director
1
11
11
100%
13
13
100%
Fokion
 
Karavias,
Chief Executive Officer
20
20
100%
25
25
100%
Stavros Ioannou,
Deputy Chief Executive Officer
20
20
100%
25
25
100%
Konstantinos
 
Vassiliou,
Deputy
 
Chief
 
Executive
Officer
20
20
100%
25
25
100%
Bradley Paul Martin,
Non-Executive Director
20
18
90%
25
24
96%
Rajeev Kakar,
Non-Executive Independent Director
20
19
95%
25
24
96%
Jawaid Mirza,
Non-Executive Independent Director
20
20
100%
25
24
96%
Alice
 
Gregoriadi,
Non-Executive
 
Independent
Director
20
20
100%
25
25
100%
Irene
 
Rouvitha
 
Panou,
Non-Executive
 
Independent
Director
20
20
100%
25
25
100%
Cinzia Basile,
Non-Executive Independent Director
20
20
100%
25
25
100%
Burkhard Eckes,
Non-Executive Independent Director
20
19
95%
25
25
100%
John
 
Arthur
 
Hollows,
Non-Executive
 
Independent
Director
20
19
95%
25
24
96%
Evangelos
 
Kotsovinos,
Non-Executive
 
Independent
Director
2
9
9
100%
12
12
100%
1
Mr. Georgios
 
Chryssikos decided not
 
to pursue renewal
 
of his term, therefore
 
he remained in
 
HoldCo/Bank BoDs until their
Annual General Meetings on 23.07.2024,
 
when the new
 
BoDs were appointed.
2
Mr. Evangelos Kotsovinos
 
was appointed as BoD member on 23.07.2024.
The
 
average
 
Director’s
 
attendance
 
rates
 
to
 
HoldCo’s
 
and
 
Eurobank’s
 
Board
 
Committees,
 
along
 
with
 
the
 
individual
attendance
 
rates
 
per
 
Board
 
Committee
 
are
 
presented
 
separately,
 
under
 
the
 
subsection
 
of
 
the
 
present
 
Corporate
Governance Statement,
 
referring
 
to the Board Committees.
 
5.8
Directorships of Board members
The
 
directorships
 
held
 
by
 
Board
 
members,
 
including significant
 
non-executive
 
commitments
 
to companies
 
and non-profit
organizations, are notified prior to appointment to the
 
Chairperson of the Nomination & Corporate Governance
 
Committee
(NomCo)
 
and/or
 
NomCo,
 
in
 
accordance
 
with
 
the
 
HoldCo
 
and
 
Bank
 
External
 
Engagements
 
Policy.
 
Additionally,
 
Board
members must notify the
 
Bank Group Company Secretariat of any changes to their
 
directorships as soon as they occur.
The
 
number of
 
directorships a
 
Board member
 
may hold
 
simultaneously is
 
regulated
 
by Article
 
83 of
 
Law 4261/2014.
 
Under
this provision, a Director
 
may not hold more than one of the
 
following combinations
 
of directorships at the same
 
time:
One (1) executive directorship with two
 
(2) non-executive directorships, or
Four (4) non-executive
 
directorships.
This restriction
 
does not apply
 
to directorships within
 
the Group.
 
Additionally,
 
the Bank
 
of Greece
 
(BoG), as the
 
competent
authority, may permit a Board
 
member to hold one (1) additional non-executive
 
directorship.
Furthermore,
 
directorships
 
in
 
organizations
 
that
 
do not
 
pursue
 
predominantly
 
commercial
 
objectives
 
are
 
not
 
counted for
regulatory purposes.
 
 
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As
 
part
 
of
 
the
 
Board’s
 
overall
 
effectiveness
 
assessment,
 
through
 
which
 
NomCo
 
annually
 
evaluates
 
the
 
knowledge,
 
skills,
experience,
 
and
 
contribution
 
of
 
both
 
individual
 
Board
 
members
 
and
 
the
 
Board
 
collectively,
 
the
 
directorships
 
of
 
Board
members were
 
reviewed for
 
2024. This review
 
confirmed that all Board members
 
comply with the provisions
 
of the Law.
5.8.1
HoldCo
 
and
 
Eurobank
 
Board
 
Members’
 
Directorships
 
(including
 
Directorships
 
within
 
Eurobank
 
Group)
 
as
 
at
31.12.2024
Georgios Zanias – Chairperson, Non-Executive
 
Director
Foundation for
 
Economic and Industrial Research (IOBE) – Board Member¹
Fokion
 
Karavias – Chief Executive
 
Officer
Hellenic Bank Association (HBA) – Vice
 
Chairman¹
Stavros Ioannou – Deputy Chief Executive
 
Officer
Grivalia Management Company S.A. – Non-Executive Director
Be-Business Exchanges S.A. of Business Exchanges Networks and Accounting and Tax
 
Services – Chairman²
Eurobank Cyprus Ltd – Non-Executive
 
Director
Eurobank Private Bank Luxembourg
 
S.A. – Non-Executive Director²
Eurobank Bulgaria AD – Non-Executive
 
Director, Supervisory Board²
Konstantinos Vassiliou
 
– Deputy Chief Executive Officer
Hellenic Exchanges – Athens Stock Exchange S.A. – Non-Executive
 
Director
Marketing Greece S.A. – Non-Executive
 
Director¹
Eurolife FFH General
 
Insurance Single Member S.A. – Vice
 
Chairman, Non-Executive Director³
Eurolife FFH Life
 
Insurance Single Member S.A. – Vice
 
Chairman, Non-Executive Director³
Eurolife FFH Insurance
 
Group Holdings S.A. – Vice
 
Chairman, Non-Executive Director³
Eurobank Equities Investment
 
Firm Single Member S.A. – Non-Executive Director²
Eurobank Factors Single
 
Member S.A. – Chairman²
Bradley Paul Martin – Non-Executive
 
Director
Blue Ant Media Inc. – Non-Executive Director
AGT Food and Ingredients
 
Inc. – Non-Executive Director
Rajeev Kakar – Non-Executive Independent Director
Gulf International Bank, Bahrain
 
– Non-Executive Director
Gulf International Bank, Kingdom of Saudi Arabia
 
– Non-Executive Director
Commercial International
 
Bank (CIB) – Non-Executive Director
Jawaid Mirza – Non-Executive Independent Director
AGT Food and Ingredients
 
Inc. – Non-Executive Director
Commercial International
 
Bank (CIB) – Non-Executive Director
Alice Gregoriadi – Non-Executive Independent Director
Hellenic Blockchain Hub – Non-Executive Director¹
Climate Governance
 
Initiative – Non-Executive Director
Cinzia Basile – Non-Executive Independent Director
Creditis Servizi Finanziari S.p.A. – Non-Executive Director
Brent Shrine Credit Union (trading name
 
My Community Bank) – Non-Executive Chair of the Board¹
Zenith Service S.p.A. – Non-Executive
 
Director
Nikko Europe Asset Management
 
– Chairperson, Non-Executive Director
Nikko AM Global Umbrella Fund – Chairperson,
 
Non-Executive Director
Fincentro Finance S.p.A. – Non-Executive
 
Director
Irene Rouvitha Panou – Non-Executive
 
Independent Director
Stelios Philanthropic Foundation
 
– Member of the Board of Trustees¹
 
 
 
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Burkhard Eckes – Non-Executive
 
Independent Director
Solaris SE – Non-Executive Member of the
 
Supervisory Board
Bank Pictet & Cie (Europe) AG – Non-Executive
 
Member of the Supervisory Board
Bayerische Landesbank – Non-Executive
 
Member of the Supervisory Board
John Hollows – Non-Executive
 
Independent Director
None
Evangelos Kotsovinos – Non-Executive
 
Independent Director
None
Explanatory Notes
¹ Organization that
 
does not pursue predominantly commercial
 
objectives.
² Company that belongs to HoldCo Group and,
 
along with directorships in other HoldCo Group companies, is considered one
(1) directorship for regulatory
 
purposes.
³
 
Company
 
that
 
belongs
 
to
 
Eurolife
 
FFH
 
Group
 
and,
 
along
 
with
 
directorships
 
in
 
other
 
Eurolife
 
FFH
 
Group
 
companies,
 
is
considered one (1) directorship for
 
regulatory purposes.
 
Company that
 
belongs to
 
Gulf International
 
Bank Group
 
and, along
 
with
 
directorships
 
in other
 
Gulf International
 
Bank
Group companies, is considered one (1) directorship
 
for regulatory purposes.
 
Company that belongs to Nikko Asset Management Group and, along with directorships in other Nikko Asset Management
Group companies, is considered one (1) directorship
 
for regulatory purposes.
 
Company that
 
belongs to
 
Columbus HoldCo
 
S.à.r.l.
 
Group and,
 
along with
 
directorships in
 
other
 
Columbus HoldCo
 
S.à.r.l.
Group companies, is considered one (1) directorship
 
for regulatory purposes.
5.9
Board Role and Responsibilities
The
 
principal duties
 
and responsibilities
 
of the
 
HoldCo/Bank’s Board
 
encompass a
 
wide range
 
of strategic,
 
oversight,
 
and
governance functions:
review,
 
guide, and approve the
 
strategy, major plans of action,
 
risk policy, business and restructuring
 
plans, and set
performance objectives,
monitor
 
performance
 
and
 
oversee
 
major
 
capital
 
expenditures,
 
acquisitions,
 
divestitures,
 
and
 
formation
 
of
 
new
entities, including special purpose vehicles,
ensure the availability of necessary financial
 
and human resources, as well
 
as an internal control system,
approve the
 
annual budget and monitor its implementation quarterly,
approve the
 
three-year business plan and monitor its implementation,
review
 
and approve
 
at least
 
annually the
 
risk strategy
 
and risk
 
appetite, ensuring
 
alignment with
 
overall
 
business
strategy and other
 
plans,
receive and discuss comprehensive
 
risk reports on a quarterly basis,
develop and deliver
 
objectives in agreed restructuring plans under
 
applicable laws,
provide oversight
 
to senior management and approve
 
corporate governance
 
practices and values,
set standards shaping corporate culture
 
and integrate desired culture into systems, policies,
 
and behaviors,
approve risk and capital
 
strategy and monitor CEO and Executive
 
Board implementation,
approve organization
 
chart and related policies as required by
 
law or internal processes,
ensure
 
rigorous
 
processes
 
for
 
monitoring
 
organizational
 
compliance
 
with
 
strategy,
 
risk
 
appetite,
 
laws,
 
and
regulations,
select, compensate, monitor, and replace
 
key executives as needed and oversee
 
succession planning,
align executive and board remuneration
 
with long-term interests of Group
 
and shareholders,
facilitate formal
 
and transparent board nomination
 
and election processes,
monitor and manage potential conflicts of interest among management, board,
 
and shareholders,
ensure integrity of accounting and financial reporting systems, including independent audit and control
 
systems,
review and monitor Non-Performing
 
Loans (NPL) and Non-Performing
 
Exposures (NPE) performance,
oversee disclosure and communication
 
processes,
determine appropriate level
 
of remuneration
 
for Board and Committees’ members
 
pending ratification,
address matters related
 
to new technologies and environmental
 
issues,
identify
 
and
 
engage
 
with
 
important
 
stakeholders,
 
understanding
 
their
 
interests
 
and
 
interactions
 
with
 
Group
strategy,
facilitate
 
open dialogue
 
with
 
stakeholders
 
and utilize
 
various
 
communication
 
channels
 
for
 
effective
 
engagement
and understanding.
 
 
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These
 
duties
 
collectively
 
contribute
 
to
 
the
 
effective
 
governance,
 
strategic
 
direction,
 
risk
 
management,
 
and
 
sustainable
growth of the
 
HoldCo/Bank and its operations.
5.10
Main issues the Board dealt with
 
during 2024
In 2024, the Boards of HoldCo and Eurobank
 
conducted a comprehensive review
 
of the corporate strategy,
 
the main risks to
the business, and the system
 
of internal controls.
The
 
main issues
 
addressed
 
by the
 
Boards
 
of Directors
 
of Eurobank
 
Holdings
 
(HoldCo)
 
and Eurobank
 
in 2024
 
included the
following:
5.10.1
Eurobank Holdings
a) Governance
Proposed to the Annual General
 
Meeting (AGM) the appointment of a new Board of Directors
 
due to the expiration
of the previous
 
Board’s term and the designation
 
of independent non-executive members.
Approved the
 
new composition of Board Committees and their
 
revised Terms
 
of Reference.
Convened the Shareholders’
 
General Meeting.
Discussed the 2023 annual evaluation of the
 
Board and Board Committees and reviewed
 
the Action Plan.
Reviewed the
 
attendance of Directors at Board
 
and Board Committee meetings.
Non-Executive Directors
 
approved
 
the CEO’s
 
performance
 
evaluation
 
for
 
2023 and his
 
financial and non-financial
objectives for 2024.
Approved key
 
governance policies,
 
including:
o
CEO Succession Planning Policy
o
Board of Directors Diversity
 
Policy
o
Board Nomination Policy
 
(also submitted to the AGM for
 
approval)
o
Board and Board Committees Evaluation Policy
o
Group Governance
 
Policy
o
Related Parties Transaction
 
Policy
o
Key Function Holders
 
Selection and Appointment Policy
o
Anti-Bribery and Corruption Policy
o
External Engagements Policy
o
Insider Dealing Guidelines
o
Conflict of Interest Policy
o
C-Level Succession Planning Policy
o
Senior Management Selection and Appointment
 
Policy
Addressed remuneration
 
matters, including:
o
Approval
 
by Non-Executive
 
Directors of
 
the Remuneration
 
Policy,
 
the
 
Variable
 
Remuneration
 
Framework,
and the Group Variable
 
Remuneration
 
Pool.
o
Proposal to
 
the AGM
 
for approval
 
of the
 
Board and
 
Board Committees'
 
fees for
 
Non-Executive Directors,
the Remuneration Policy
 
for Directors, the Remuneration
 
Report for 2023, and the distribution of net profits
to senior management and employees.
Approved HoldCo’s
 
Internal Governance
 
Control Manual.
Received regular updates on Board
 
Committee matters.
Approved the
 
Board and Board Committees’ calendar
 
for 2025.
Approved and submitted to the
 
AGM the appointment of auditors for
 
the financial year 2024.
Discussed the 2024 Supervisory Review
 
and Evaluation Process (SREP)
 
assessment.
b) Strategic Issues, Corporate,
 
and Other Actions
Discussed various strategy matters.
Approved a share capital increase following
 
the exercise of stock option rights and amended Article 5
 
of the Articles
of Association in accordance with Article
 
113(3) of Law 4548/2018.
Approved
 
(subject
 
to
 
AGM
 
approval)
 
the
 
dividend
 
distribution
 
for
 
2023,
 
in
 
line
 
with
 
the
 
approved
 
Dividend
Distribution Policy.
Approved
 
an increase
 
in the
 
aggregate
 
principal
 
amount of
 
notes
 
issued
 
under
 
the
 
Medium-Term
 
Notes
 
(EMTN)
program.
Approved the initiation of the merger process for the absorption of Eurobank Holdings by Eurobank (Project Square).
 
 
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c) Capital Adequacy
Approved the
 
2024 Internal Capital & Liquidity Adequacy Statements (CAS & LAS) as part
 
of the Internal Capital &
Liquidity Adequacy Assessment Process
 
(ICAAP & ILAAP 2024).
Approved the
 
Minimum Requirement for
 
Own Funds and Eligible Liabilities (MREL) Plan 2025-2027.
d) Business Monitoring
Approved the
 
2023 annual financial statements and the 2024
 
interim financial statements.
Approved the
 
Annual Budget 2025 and the Three
 
-Year
 
Business Plan (2025-2027), including an adverse scenario.
Discussed the
 
Annual Budget
 
2025
 
and the
 
Three-Year
 
Business Plan
 
(2025-2027),
 
including assumptions
 
for
 
the
adverse scenario.
Reviewed 2024 performance
 
versus budget.
Discussed business developments and liquidity.
Approved the
 
Business and Capital Plan Policy and discussed the
 
top-down Business and Capital Plan 2024-2026.
e) Risk Management and Internal Control
Approved the
 
Group Chief Risk Officer
 
succession plan.
Acknowledged
 
the
 
annual
 
regulatory
 
reports
 
of
 
Group
 
Compliance
 
and
 
Group
 
Internal
 
Audit
 
on
 
the
 
System
 
of
Internal Controls (SIC).
Reviewed
 
the Independent
 
Triennial
 
Evaluation of
 
the
 
System of
 
Internal Controls
 
(SIC) under
 
Bank of Greece
 
Act
2577.
Received updates on significant internal
 
audit and compliance issues.
Reviewed significant legal
 
and regulatory matters.
Approved the
 
Risk Appetite Framework
 
2024 and Risk Appetite Statements.
Approved the
 
Risk Identification and Materiality Assessment
 
(RIMA) Framework
 
and Reports.
Approved the
 
updated Funding Plan, the Leverage
 
Coverage Ratio
 
(LCR), and the Net Stable Funding Ratio (NSFR)
forecast plan (2024-2026).
Addressed various issues related to Basel Committee on Banking Supervision
 
(BCBS) standard No. 239 (BCBS 239),
including:
o
Discussed the action plan for
 
the On-Site Inspection (OSI).
o
Approved the establishment of the Internal Validation
 
Function for Risk Data Aggregation & Risk Reporting
(RRDAR) purposes and its Validation
 
Framework.
o
Approved the
 
BCBS 239 Overarching Framework.
o
Approved the
 
Data Governance
 
Deployment Plan.
Approved the
 
consolidated Pillar 3 Reports (capital
 
and risk management disclosures)
 
for 2023, Q1
 
2024, Q2 2024,
and Q3 2024.
Received updates on significant risk issues,
 
including the Group Chief Risk Officer’s
 
Annual Report for 2023.
Reviewed the
 
2023 Annual Activity Report of the Audit Committee before
 
submission to the AGM.
Approved new
 
and revised risk policies and plans, including:
o
Revised Non-Financial Risk Management Policy
o
Revised Group Liquidity Risk Policy
o
Revised Market & Counterparty Risk Policy
o
Interest Rate Risk in the Banking Book
 
(IRRBB) & Credit Spread Risk in the Banking Book
 
(CSRBB) Policy
o
Outsourcing Policy
f) Transformation
 
Project
Received regular updates on the
 
transformation
 
project.
5.10.2
Bank
a) Governance
Proposed to the Annual General
 
Meeting (AGM) the appointment of a new Board of Directors
 
due to the expiration
of the previous
 
Board’s term and the designation
 
of independent non-executive members.
Approved the
 
new composition of Board Committees and their
 
revised Terms
 
of Reference.
Convened the Shareholders’
 
General Meeting.
Discussed the 2023 annual evaluation of the
 
Board and Board Committees and reviewed
 
the Action Plan.
 
 
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Reviewed the
 
attendance of Directors at Board
 
and Board Committee meetings.
Non-Executive Directors
 
approved
 
the CEO’s
 
performance
 
evaluation
 
for
 
2023 and his
 
financial and non-financial
objectives for 2024.
Approved key
 
governance policies,
 
including:
o
CEO Succession Planning Policy
o
Board of Directors Diversity
 
Policy
o
Board Nomination Policy
 
(also submitted to the AGM for
 
approval)
o
Board and Board Committees Evaluation Policy
o
Group Governance
 
Policy
o
Related Parties Transaction
 
Policy
o
Key Function Holders
 
Selection and Appointment Policy
o
Anti-Bribery and Corruption Policy
o
External Engagements Policy
o
Insider Dealing Guidelines
o
Conflict of Interest Policy
o
C-Level Succession Planning Policy
o
Senior Management Selection and Appointment
 
Policy
o
AML/CFT and Sanctions Policy
Non-Executive Directors approved
 
the Remuneration
 
Policy, the
 
Variable Remuneration
 
Framework,
 
and the Group
Variable Remuneration
 
Pool.
Approved
 
the Board
 
and Board Committees'
 
fees for
 
Non-Executive Directors
 
and the distribution
 
of net profits
 
to
senior management and employees,
 
which were subsequently submitted to the
 
AGM for approval.
Reviewed the
 
implementation of the Group
 
Subsidiary Board Remuneration
 
Policy during 2023.
Approved the
 
Bank’s Internal Governance
 
Control Manual.
Approved the establishment of the Wealth Management Unit
 
and the revised Eurobank Group Organizational Chart.
Received regular updates on Board
 
Committee matters.
Approved the
 
Board and Board Committees’ calendar
 
for 2025.
Addressed remuneration
 
matters, including variable remuneration and remuneration
 
increases for senior executives
of international subsidiaries.
Approved and submitted to the
 
AGM for approval
 
the appointment of auditors for
 
the financial year 2024.
Received updates from
 
international banking subsidiaries.
Approved credit
 
facilities to related parties.
b) Strategic Issues, Corporate,
 
and Other Actions
Discussed various strategy matters.
Approved the
 
updated Group Investment
 
and Group Divestment Policies.
Approved
 
an increase
 
in the
 
aggregate
 
principal
 
amount of
 
notes
 
issued
 
under
 
the
 
Medium-Term
 
Notes
 
(EMTN)
program.
Approved
 
the
 
merger
 
of
 
the
 
Bank
 
with
 
“ADEXA
 
MONOPROSOPI
 
ANONYMI
 
ETAIREIA
 
DIACHEIRISIS
 
KAI
EKMETALLEFSIS AKINITON”.
Approved the initiation of the merger process for the absorption of Eurobank Holdings by Eurobank (Project Square).
Project Hermione: Discussed
 
the Hellenic Bank transaction and approved
 
the Mandatory Tender
 
Offer (MTO).
Project Hermione II: Approved
 
the acquisition of shares in Hellenic Bank and Demetra.
Project Hermione III:
 
Approved the
 
acquisition of an additional stake in Hellenic Bank.
Approved the
 
signing of a binding agreement for the
 
sale and transfer of 95% of the
 
mezzanine and junior notes of
the Leon Securitization.
Approved strategic
 
investments in private equity funds and the creation
 
of a Venture Banking Unit to support these
initiatives.
Approved Arbitration
 
Agreements and authorizations.
Approved the
 
closure of the Representative
 
Office in Moscow,
 
Russia, and ratified related authorizations.
Approved the
 
sale of eight (8) real estate properties
 
(Praktiker portfolio).
 
 
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c) Capital Adequacy
Approved the
 
2024 Internal Capital & Liquidity Adequacy Statements (CAS & LAS) as part
 
of the Internal Capital &
Liquidity Adequacy Assessment Process
 
(ICAAP & ILAAP 2024).
Approved the
 
securitization of the
 
Bank’s receivables from
 
business and other
 
loan portfolios
 
(Leon) and approved
synthetic securitizations (Wave
 
V and Wave VI).
Approved the
 
Minimum Requirement for
 
Own Funds and Eligible Liabilities (MREL) Plan 2025-2027.
Discussed the Deferred
 
Tax Credit
 
(DTC) acceleration
 
plans.
d) Business Monitoring
Approved
 
the
 
2023
 
annual
 
consolidated
 
financial
 
statements
 
and
 
the
 
2024
 
interim
 
consolidated
 
financial
statements.
Approved the
 
Annual Budget 2024 and the Three
 
-Year
 
Business Plan (2024-2026), including an adverse scenario.
Discussed the
 
Annual Budget
 
2025
 
and the
 
Three-Year
 
Business Plan
 
(2025-2027),
 
including assumptions
 
for
 
the
adverse scenario.
Approved the Group’s
 
Non-Performing Exposures
 
(NPE) Targets for
 
2024-2026 and the NPE Management Strategy.
Reviewed significant subsidiary
 
activities and strategic priorities.
Discussed 2024 performance versus
 
budget.
Reviewed business developments
 
and liquidity.
e) Risk Management and Internal Control
Approved the
 
Group Chief Risk Officer
 
succession plan.
Acknowledged
 
the
 
annual
 
regulatory
 
reports
 
of
 
Group
 
Compliance
 
and
 
Group
 
Internal
 
Audit
 
on
 
the
 
System
 
of
Internal Controls (SIC).
Reviewed
 
the Independent
 
Triennial
 
Evaluation of
 
the
 
System of
 
Internal Controls
 
(SIC) under
 
Bank of Greece
 
Act
2577.
Received updates on significant internal
 
audit issues.
Reviewed compliance updates, including the
 
Anti-Money Laundering Business Risk Assessment and the Compliance
Risk Assessment.
Received updates on significant legal and regulatory
 
matters.
Approved the
 
Risk Appetite Framework
 
2024 and Risk Appetite Statements.
Approved the
 
Risk Identification and Materiality Assessment
 
(RIMA) Framework
 
and Reports.
Approved the
 
updated Funding Plan, the Leverage
 
Coverage Ratio
 
(LCR), and the Net Stable Funding Ratio (NSFR)
forecast plan (2024-2026).
Addressed various issues related to Basel Committee on Banking Supervision
 
(BCBS) standard No. 239 (BCBS 239),
including:
o
Discussed the action plan for
 
the On-Site Inspection (OSI).
o
Approved the establishment of the Internal Validation
 
Function for Risk Data Aggregation & Risk Reporting
(RRDAR) purposes and its Validation
 
Framework.
o
Approved the
 
BCBS 239 Overarching Framework.
o
Approved the
 
Data Governance
 
Deployment Plan.
Approved the
 
consolidated Pillar 3 Report (capital and risk management disclosures)
 
for 2023.
Received updates on credit and NPE-related
 
issues.
Reviewed significant risk issues,
 
including the Group Chief Risk Officer’s
 
Annual Report for 2023.
Reviewed the
 
2023 Annual Activity Report of the Audit Committee before
 
submission to the AGM.
Approved new
 
and revised risk policies, including:
o
Non-Financial Risk Management Policy
o
Group Liquidity Risk Policy
o
Market & Counterparty Risk Policy
o
Interest Rate Risk in the Banking Book
 
(IRRBB) & Credit Spread Risk in the Banking Book
 
(CSRBB) Policy
o
Outsourcing Policy
Approved the
 
appointment of the Head of Group
 
Internal Audit (Group Chief Audit Executive).
 
 
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f) Transformation
 
Project
Received regular updates on the
 
transformation
 
project.
5.10.3
Board Strategy Day
 
In addition to
 
the formal
 
meetings focused
 
on Eurobank’s
 
annual budget and three
 
-year business plan,
 
the Board
 
holds an
annual strategy
 
meeting, known
 
as the
 
Board Strategy
 
Day.
 
This meeting
 
is separate
 
from the
 
regular Board
 
of Directors’
meetings and is conducted in an informal setting, without
 
the recording of formal
 
minutes.
The purpose of the
 
Board Strategy Day is to allow
 
Board members the
 
time and flexibility to engage in in-depth discussions
and deliberations
 
on the top
 
strategic initiatives
 
that are
 
critical to Eurobank’s
 
growth
 
and competitive positioning
 
among
its peers.
During the
 
most recent
 
Board Strategy
 
Day,
 
held on
 
September 26
 
and 27,
 
2024, various
 
strategic
 
issues were
 
discussed.
Following
 
the meeting, a memorandum
 
was issued summarizing the key discussions.
5.11
Board and Board Committees overall
 
effectiveness
 
assessment
5.11.1
Board and Board Committees Evaluation
In
 
accordance
 
with
 
the
 
HoldCo/Bank
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
(Section
 
B4),
 
the
 
HoldCo/Bank
Nomination and
 
Corporate
 
Governance
 
Committee (NomCo)
 
is responsible
 
for
 
evaluating the
 
structure, size,
 
composition,
and
 
performance
 
of
 
the
 
Board
 
and
 
its
 
Committees
 
and
 
making
 
recommendations
 
for
 
necessary
 
changes.
 
The
 
NomCo
oversees the annual self-evaluation
 
of the Board’s and Committees' effectiveness
 
(Internal Evaluation), typically using a self-
assessment questionnaire as the
 
primary tool.
For
 
the
 
2024 Internal
 
Evaluation, all
 
thirteen (13)
 
Board
 
members
 
participated
 
by completing
 
anonymous self-assessment
questionnaires,
 
which were
 
administered
 
via Diligent’s
 
secure
 
web-based
 
platform.
 
These
 
questionnaires
 
covered
 
various
areas, including:
Strategy oversight
Engagement with management
Risk management
Board composition and dynamics
Chairperson’s role
Secretarial support
Effectiveness of
 
Board Committees
Key Findings of the Internal Evaluation
The results
 
indicated that
 
the Boards
 
of HoldCo and Eurobank
 
continued to function
 
effectively
 
in 2023, maintaining a
 
high
level of performance
 
similar to the 2022 evaluation.
Strategy Oversight
Board members
 
expressed a
 
positive impression
 
of the
 
Board’s role
 
in strategy,
 
particularly regarding
 
discussions
on major investments and transactions,
 
which were viewed
 
as robust and well-structured.
Relationship with Management
The Board’s relationship
 
with management remained strong,
 
with clear delineation of roles between
 
the Board and
executive leadership.
Strategic HR and Remuneration
The
 
Board
 
demonstrated
 
strong
 
oversight
 
of
 
banking
 
culture,
 
ensuring
 
alignment
 
with
 
corporate
 
values
 
and
governance principles.
Risk Governance and Internal
 
Control
The Board maintained high standards
 
in risk governance
 
and internal control.
Key strengths
 
included robust
 
oversight
 
of internal
 
controls,
 
conflict of interest
 
policies, internal
 
audit, and conflict
of interest management.
Board Profile and Composition
The Board was recognized
 
for its adequate knowledge, skills, experience,
 
and diversity.
Key strengths included international
 
experience, as well as an appropriate
 
size and structure.
 
 
 
 
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Board Functioning and Dynamics
The Board demonstrated
 
robust annual agenda planning, with well
 
-established and consistent procedures.
Board discussions included constructive reviews
 
and challenges, fostering effective
 
decision-making.
Board Chairperson's Role
The Chairperson’s
 
leadership was recognized as a key
 
factor in the Board’s
 
overall
 
effectiveness and success.
Board Secretarial Support
Board
 
members
 
highlighted
 
the
 
effectiveness
 
of
 
operational
 
support,
 
particularly
 
in
 
the
 
quality
 
of
 
materials
submitted by management and the preparation
 
of meeting minutes.
Opportunities for further
 
enhancement
While the evaluation
 
was overwhelmingly positive,
 
some areas for enhancement
 
were identified:
Further enhancing the
 
Board’s strategic focus
 
to provide greater
 
long-term direction.
Strengthening the
 
Board’s oversight
 
of digital transformation
 
initiatives.
Improving the monitoring of
 
subsidiary performance, ensuring strategic
 
alignment across the
 
Group.
The main conclusions of the Internal Evaluation regarding Board Committees have been
 
integrated into the relevant sections
detailing their functioning and operations.
5.11.2
Assessment
 
of
 
the
 
knowledge,
 
skills
 
and
 
experience
 
(KSE)
 
of
 
the
 
Board
 
collectively
 
as
 
well
 
as
 
the
 
KSE
 
and
contribution of individual Board members.
In
 
accordance
 
with
 
the
 
HoldCo/Bank
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
(see
 
the
 
relevant
 
section
 
in
 
this
Statement), the
 
NomCo is responsible
 
for assessing
 
the knowledge,
 
skills, and experience
 
(KSE) of the
 
Board collectively,
 
as
well as the KSE and contribution of individual Board
 
members, and reporting to the
 
Board accordingly.
5.11.3
Individual Evaluations
The individual
 
evaluations (assessment
 
of the
 
Board Chairperson,
 
Non-Executive Directors
 
(NEDs), and Executive
 
Directors)
consider
 
the
 
status
 
of
 
the
 
member
 
(executive,
 
non-executive,
 
independent),
 
participation
 
in
 
committees,
 
specific
responsibilities/projects undertaken,
 
time commitment, behavior,
 
and the application of
 
knowledge and experience.
A. Assessment of the Board
 
Chairperson
The Board Chairperson’s
 
evaluation is part of the
 
Internal Evaluation and is conducted by
 
all other Board
 
members through
the Board and Board Committees’
 
Self-Evaluation Questionnaire.
The 2024 evaluation
 
of the HoldCo/Bank Board Chairperson
 
remained very strong,
 
consistent with the 2022 evaluation.
B. Assessment of the Non-Executive
 
Directors’ (NEDs) Contribution to the
 
Board (Excluding the Chairperson)
The Board Chairperson is responsible for
 
conducting the assessment of NEDs' contributions and presenting the results to the
NomCo.
The assessment process
 
follows these
 
steps:
NomCo approves the
 
NEDs’ self-evaluation questionnaire.
The questionnaire is distributed to the NEDs, and responses remain strictly confidential, accessible only to
 
the Board
Chairperson or designated individuals.
The
 
Board
 
Chairperson
 
conducts
 
confidential
 
one-on-one
 
interviews
 
with
 
each
 
NED,
 
using
 
the
 
self-evaluation
questionnaire as a reference.
The Board Chairperson
 
presents an overall
 
report on the findings to the
 
NomCo.
The Board Chairperson’s views on NEDs’ performance, knowledge, skills, and experience are
 
discussed in the NomCo,
particularly during the (re)appointment and
 
succession planning of Board members.
For the
 
2023 annual assessment, the Board Chairperson
 
led the evaluation
 
of the NEDs' contribution using a self-evaluation
questionnaire consisting of 10 questions focused
 
on five key areas:
Contribution to overall
 
Board profile and skillset
Board participation and quality of contributions to
 
deliberations
Punctuality and attendance
Team spirit and demeanor
Independent thinking and constructive challenge
 
 
 
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The 2024
 
annual assessment demonstrated
 
that the
 
NEDs adequately meet
 
expectations, effectively
 
fulfilling their
 
roles as
Directors of HoldCo/Bank.
C. Executive Directors’ Performance
 
Evaluation
The evaluation
 
of Executive
 
Directors, including
 
the CEO
 
and Deputy CEOs,
 
follows
 
a structured
 
process involving
 
the CEO,
the
 
NomCo,
 
and
 
the
 
Board
 
Remuneration
 
Committee
 
(RemCo).
 
This
 
annual
 
evaluation
 
is
 
based
 
on
 
qualitative
 
and
quantitative Key Performance
 
Indicators (KPIs) approved
 
by the Non-Executive Directors.
For
 
the
 
CEO’s evaluation,
 
the
 
RemCo proposes
 
KPIs related
 
to CEO
 
remuneration,
 
which are
 
then
 
submitted to
 
the
 
Non-
Executive
 
Directors
 
for
 
approval.
 
The
 
CEO's
 
performance
 
is
 
assessed
 
based
 
on
 
these
 
approved
 
KPIs,
 
and
 
the
 
results
 
are
communicated to the CEO and considered
 
in determining remuneration.
5.11.4
Collective Suitability Assessment
 
In 2024,
 
alongside the
 
Board of
 
Directors’
 
performance
 
evaluation,
 
an assessment
 
of the
 
Board’s collective
 
suitability was
conducted
 
in
 
accordance
 
with
 
the
 
Joint
 
ESMA/EBA
 
Guidelines
 
on
 
the
 
assessment
 
of
 
the
 
suitability
 
of
 
members
 
of
 
the
management body and key function
 
holders (EBA/GL/2021/06). This assessment
 
was supported by the NomCo.
The
 
evaluation
 
examined
 
whether
 
the
 
Board
 
collectively
 
possesses
 
the
 
necessary
 
knowledge,
 
skills,
 
and
 
experience
 
to
understand the
 
business model, strategy,
 
risks, and governance
 
-related matters.
 
The assessment
 
confirmed that
 
the Board
is collectively suitable to effectively
 
address these areas.
The evaluation
 
also identified potential
 
areas for
 
improvement
 
in specific business lines
 
and products, various
 
geographies
and subsidiaries,
 
and risk
 
management,
 
particularly
 
regarding
 
cybersecurity
 
and outsourcing
 
risks. It
 
was suggested
 
that
initiatives could be considered to address
 
these observations
 
and ensure alignment with HoldCo/Bank strategic
 
goals.
To
 
enhance
 
understanding
 
in
 
these
 
areas,
 
presentations
 
at
 
the
 
Board
 
and
 
Board
 
Committees
 
level,
 
along with
 
targeted
external training and internal sessions,
 
will continue to play a central role
 
in strengthening the Board’s
 
expertise.
5.12
 
Directors’ Induction and Continuous Professional
 
Development
 
In accordance
 
with the
 
Directors’
 
Induction
 
and Continuous
 
Professional
 
Development
 
Process,
 
Mr.
 
Evangelos Kotsovinos,
who joined
 
the Board
 
in 2024,
 
underwent a
 
comprehensive
 
Induction Program
 
designed to achieve
 
several
 
key objectives,
as outlined in Section B8.
Upon his appointment, Mr. Kotsovinos:
Received
 
a
 
Manual
 
of
 
Obligations
 
detailing
 
his
 
main
 
responsibilities
 
towards
 
the
 
Supervisory
 
Authorities
 
and
HoldCo/Bank, including local regulations
 
and Board procedures.
Attended meetings
 
and presentations
 
by Key
 
Executives
 
of HoldCo/Bank,
 
providing
 
a comprehensive
 
overview
 
of
the organization.
As
 
part
 
of
 
the
 
continuous
 
professional
 
development
 
framework,
 
in
 
2024,
 
Board
 
members
 
participated
 
in
 
formal
 
training
sessions on:
Challenger Banks and the Competitive
 
Landscape
Developments and challenges in the
 
new AML supervisory framework
Corporate Sustainability Reporting Directive
 
(CSRD)
Additionally, Board
 
members engaged in in-house meetings and discussions on Strategy,
 
Business Planning, and Budgeting.
They
 
received
 
regular updates,
 
reports, and
 
presentations
 
from
 
senior management
 
on operational
 
and strategic
 
targets,
market developmen
 
ts, and updates on risk, audit, compliance, financial, human resources,
 
legal, and regulatory matters.
Board members
 
also received
 
regular and ad-hoc
 
research and
 
economic bulletins from
 
Eurobank's Economic
 
Analysis and
Financial Markets Research.
6.
Board Committees
The Boards
 
of HoldCo and
 
Eurobank are
 
assisted in carrying
 
out their
 
duties by Board
 
Committees, to which they
 
delegate
specific responsibilities.
The HoldCo/Bank Board
 
Committees include:
Audit Committees (ACs)
Board Risk Committees (BRCs)
Remuneration
 
Committees (RemCos)
Nomination Committee (NomCo)
Bank Board Digital & Transformation
 
Committee (BDTC)
 
 
 
 
 
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6.1
Governance and Operations
 
of Board Committees
6.1.1
Board Committees’ members
The members of HoldCo/Bank
 
Board Committees are appointed by the respective
 
Board, following
 
a recommendation from
the NomCo and in accordance with the
 
applicable legal and regulatory framework.
The tenure
 
of Committee members
 
coincides with the
 
tenure of the
 
respective Board,
 
with the option
 
for renewal.
 
However,
total service on the
 
Committees must not exceed nine (9) years.
6.1.2
Board Committees’ Terms
 
of Reference (ToR)
The
 
ToR
 
of each
 
Board
 
Committee outlines
 
its purpose,
 
responsibilities,
 
and modus
 
operandi.
 
It is
 
reviewed
 
annually and
revised if necessary unless
 
significant changes require an
 
earlier revision. The ToR is approved by the Board and
 
made publicly
available on the HoldCo or Bank website.
6.1.3
Board Committees’ meetings
The minimum number of annual meetings
 
for each Board Committee is defined in its ToR.
Only
 
Committee
 
members
 
have
 
the
 
right
 
to
 
attend
 
meetings,
 
though
 
other
 
individuals,
 
such
 
as
 
Management
 
members,
external auditors, and
 
external advisors, may
 
be invited when
 
appropriate and
 
necessary.
 
The number
 
of invitees is kept
 
to
a minimum to preserve the
 
efficiency and effectiveness
 
of the meeting.
Members
 
may
 
attend
 
meetings
 
remotely
 
via
 
video
 
or
 
audio
 
conference.
 
A
 
mandatory
 
minimum
 
attendance
 
requirement
applies,
 
as
 
set
 
out
 
in
 
the
 
Board
 
and
 
Board
 
Committees’
 
Attendance
 
Policy
 
(please
 
refer
 
to
 
the
 
relevant
 
section
 
in
 
this
Statement).
6.1.4
 
Quorum in the Board Committees’
 
Meetings
A quorum is established when more than half of the
 
Committee members are present or represented,
 
provided that at least
three (3) members are present, including the Chairperson or, in the case of HoldCo/Bank ACs and BRCs,
 
the Vice Chairperson.
Each Committee member
 
may validly represent
 
only one other
 
Committee member.
 
Representation cannot
 
be assigned to
individuals outside the Committee.
6.1.5
Board Committees’ Decisions
Resolutions are validly adopted by an absolute majority of
 
the members present
 
or represented.
In the event
 
of a tie, the
 
Chairperson (or in their
 
absence, the Vice
 
Chairperson for
 
HoldCo/Bank ACs and BRCs)
 
or the most
senior Independent
 
Non-Executive Director
 
present (based
 
on tenure)
 
for HoldCo/Bank
 
RemCos, NomCos, and
 
Bank BDTC,
has the casting vote.
The Board is informed
 
whenever
 
an AC decision is not reached unanimously.
Minutes may be drawn up and signed by circulation by
 
all Committee members, which is equivalent to a valid decision, even
if no formal meeting takes place.
6.1.6
Board Committees’ Secretary and Minutes
Each
 
HoldCo/Bank
 
Board
 
Committee
 
appoints
 
its
 
Secretary,
 
who
 
reports
 
to
 
the
 
Group
 
Company
 
Secretariat
 
and
collaborates with the
 
Committee Chairperson and other
 
relevant parties.
The Secretary is responsible
 
for:
Recording the proceedings
 
and decisions of the Committee meetings.
Listing the names of attendees and documenting action
 
plans and follow-ups.
Issuing extracts of minutes as required.
Disseminating decisions, actions, and follow
 
-ups to the relevant parties.
6.1.7
Board Committees’ Performance
 
Evaluation
The performance
 
of Board Committees is evaluated annually, in line with the Board and
 
Board Committees Evaluation Policy
(please refer to the
 
relevant section in this Statement).
6.2
Audit Committee
 
The primary function
 
of the HoldCo/Bank Audit Committee
 
(AC) is to assist the respective
 
Board in discharging its oversight
responsibilities primarily relating to:
the
 
review
 
of the
 
adequacy of
 
the
 
Internal Control
 
and Risk
 
Management
 
systems and
 
the
 
compliance
 
with rules
and regulations monitoring process,
4
 
HoldCo/Bank ACs’ Terms
 
of Reference may be
 
found at the
 
HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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the
 
review
 
of
 
the
 
financial
 
reporting
 
process
 
and
 
satisfaction
 
as
 
to
 
the
 
integrity
 
of
 
the
 
HoldCO’s
 
Financial
Statements, also taking into account the provisions
 
of L. 5164/2024,
the External Auditors’ selection,
 
performance and independence,
the effectiveness
 
and performance
 
of the Internal Audit and of the Compliance
 
function.
 
In addition, in the context
 
of AC’s responsibility to safeguard External Auditors’ independence, the AC ensures that
 
the nature
of non-audit services, prior to their being undertaken
 
by the External Auditors, has been reviewed
 
and approved as required
and that there
 
is proper
 
balance between
 
audit and non-audit work
 
in accordance
 
with Group’s
 
/ Bank’s policy on
 
External
Auditors’ Independence.
6.2.1
AC Membership/Composition
The HoldCo/Bank’s ACs are Committees
 
consisted exclusively by Board
 
members and their compositions have
 
been approved
by the General
 
Meetings of the Shareholders (as per the
 
legal framework),
 
following the
 
recommendation of the
 
NomCos to
the
 
Boards.
 
The
 
Chairperson
 
of the
 
Committees
 
is appointed
 
by
 
the
 
members
 
of the
 
Committees,
 
while the
 
Committee’s
members may also appoint a Vice
 
Chairperson.
 
All AC members have
 
sufficient knowledge in the
 
field of HoldCo/Bank’s activities and the
 
necessary skills and experience
 
to
carry out their
 
duties and meet the requirement
 
of established knowledge and experience in auditing and/or accounting.
The ACs consist of five (5)
 
independent non-executive Directors of
 
the Board. In particular, the HoldCo/Bank’s AC composition
is outlined below:
AC Chairperson:
Burkhard Eckes,
Non-Executive Independent Director of the
 
Board
AC Vice-Chairperson:
Jawaid Mirza,
Non-Executive Independent Director of the
 
Board
AC Members:
Irene Rouvitha Panou,
Non-executive Independent Director of the
 
Board
Rajeev Kakar
,
Non-Executive Independent Director of the
 
Board
Alice Gregoriadi,
Non-Executive Independent Director of the
 
Board
It
 
is
 
noted
 
that
 
in
 
line
 
with
 
the
 
provisions
 
of
 
article
 
44
 
of
 
law
 
4449/2017,
 
as
 
in
 
force,
 
and
 
further
 
to
 
the
 
decision
 
of
 
the
HoldCo/Bank’s
 
Annual
 
General
 
Meetings
 
of
 
Shareholders
 
as
 
of
 
23.07.2024
 
regarding
 
the
 
recomposition
 
of
 
the
 
Audit
Committees and more specifically regarding their type, composition and term of office; and the BoDs’ decision of 23.07.2024
regarding the membership of the AC, following the relevant recommendations by the NomCos of28.05.2024, the ACs decided
on their constitution and on the
 
appointment of their Chairman.
 
Compared to
 
the previous
 
ACs’ composition
 
and following
 
the recomposition
 
of the
 
ACs on
 
23.07.2024,
 
the ACs’
 
members
increased
 
from
 
four
 
(4) to
 
five
 
(5) members,
 
with Ms.
 
Alice
 
Gregoriadi
 
being the
 
new
 
member
 
of the
 
ACs.
 
In addition,
 
Mr.
Burkhard
 
Eckes
 
(previously
 
Vice-Chairperson
 
of
 
the
 
ACs)
 
swapped
 
his
 
AC
 
status
 
with
 
Mr.
 
Jawaid
 
Mirza
 
(previously
Chairperson of the ACs) and
 
was appointed Chairperson
 
of the ACs, while Mr. Jawaid
 
Mirza was appointed
 
Vice-Chairperson
of the ACs.
6.2.2
AC Meetings
The
 
HoldCo/Bank’s ACs
 
meet at
 
least eight
 
(8) times
 
per year
 
or more
 
frequently,
 
as circumstances
 
require, report
 
on their
activities to the HoldCo/Bank’s Boards on a quarterly basis and submit the minutes of their meetings and the annual Activity
Reports (before their
 
submission to the HoldCo/Bank Shareholders’
 
Annual General Meeting) to the HoldCo/Bank’s
 
Boards.
 
Apart
 
from
 
the
 
AC
 
members,
 
the
 
BRC’s
 
members
 
may
 
also
 
attend
 
AC
 
sessions
 
when
 
common
 
issues
 
are
 
discussed
 
(e.g.
compliance risk
 
assessment).
 
The
 
Chairperson of
 
the
 
AC
 
may also
 
invite to
 
the
 
meetings other
 
executives
 
of the
 
Group
 
or
external advisors or experts, as deemed appropriate.
6.2.3
Attendance to the AC Meetings
During 2024 the attendance details for
 
the Audit Committee were
 
as follows:
Company
Meetings
Average
 
ratio
 
of
Directors’ attendance
2024
2023
2024
2023
HoldCo
15
17
97%
100%
Bank
 
14
16
98%
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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The Directors’
 
individual attendance rates at the
 
AC meetings in 2024 were
 
the following:
Name
Eurobank Holdings AC
Eurobank AC
Eligible to attend
Attended in person
(# and %)
Eligible to
attend
Attended in person
(# and %)
Burkhard Eckes,
AC Chairperson
15
14
93%
14
14
100%
Jawaid Mirza,
 
AC Vice-Chairperson
15
15
100%
14
14
100%
Irene Rouvitha Panou,
AC member
15
15
100%
14
14
100%
Rajeev Kakar,
 
AC member
15
14
93%
14
13
93%
Alice Gregoriadi,
AC member
7
7
100%
7
7
100%
It is noted
 
that in 2024,
 
Mr. B.
 
Eckes provided
 
representation
 
proxy for
 
his missed meeting
 
in HoldCo’s
 
AC and Mr.
 
R. Kakar
provided representation proxies for his missed meetings
 
in HoldCo/Bank’s ACs, leading
 
their overall attendance rate (physical
and under representation) at
 
100% in HoldCo/Bank’s ACs.
6.2.4
AC’s Performance
 
Evaluation
At
 
the
 
2024
 
self-evaluation
 
conducted
 
by
 
the
 
AC,
 
its
 
members
 
expressed
 
satisfaction
 
with
 
the
 
committee's
 
structure,
effectiveness
 
and
 
leadership.
 
They
 
commented
 
on
 
the
 
AC's
 
efficient
 
use
 
of
 
time
 
and
 
scheduling
 
and
 
the
 
well-structuring
meetings that
 
ensure
 
critical issues
 
are addressed
 
appropriately.
 
The
 
Chairperson of
 
the
 
AC
 
was praised
 
for
 
his ability
 
to
ensure continuity and strong guidance during the transition and to encourage critical discussions and inclusive participation.
The
 
evaluation
 
also
 
highlighted
 
opportunities
 
for
 
further
 
enhancement
 
Members
 
suggested
 
expanding
 
the
 
Committee’s
mandate
 
to
 
include
 
sustainability
 
oversight,
 
given
 
its
 
growing
 
importance
 
in
 
regulatory
 
and
 
strategic
 
discussions.
Strengthening
 
coordination
 
with subsidiary
 
audit committees
 
and addressing
 
cybersecurity
 
and data
 
privacy with
 
regular
updates and
 
improved
 
controls
 
were
 
also highlighted as
 
possible priorities.
 
Finally,
 
leveraging
 
technology and
 
analytics to
enhance risk identification, mitigation,
 
and audit processes remains another
 
focus area
6.2.5
ACs’ Activity in 2024
For 2024, ACs
 
have amongst others:
Eurobank Holdings
Decided on their constitution/reconstitution
 
and the appointment of their
 
Chairman.
Reviewed and approved
 
the Compliance Mandate.
Approved the
 
annual plans of Internal Audit and Compliance and monitored their
 
progress.
Reviewed
 
and
 
discussed
 
reports
 
related
 
to
 
Internal
 
Audit
 
and
 
Compliance,
 
including
 
quarterly
 
reports
 
from
 
the
Internal Audit and Compliance functions.
Discussed the progress
 
of actions taken to resolve
 
Internal Audit findings.
Received updates on various internal
 
control, legal, and regulatory
 
issues.
Ensured that an annual evaluation of the System of
 
Internal Controls (SIC) for 2023 was performed and documented
by Internal Audit. This report, along with the AC’s assessment, was further
 
submitted to the Board of Directors (BoD)
and subsequently to the Bank of Greece (BoG) as required.
In line with
 
the BoG Governors
 
Act 2577/2006,
 
acknowledged the
 
annual Group
 
Compliance report
 
on compliance
activities for 2023. This
 
report, along with the AC’s
 
assessment, was further
 
submitted to the BoD and subsequently
to BoG as required.
During
 
the
 
first
 
quarter
 
of
 
2024,
 
discussed
 
and
 
submitted
 
to
 
the
 
Board
 
Risk
 
Committee
 
(BRC)
 
and
 
BoD
 
for
acknowledgment, the independent triennial Evaluation
 
of the System of Internal Controls
 
(SIC) conducted by Grant
Thornton (Independent Evaluation) in accordance
 
with BoG Act 2577/2006. The Independent Evaluation,
 
along with
the AC’s assessment,
 
was submitted to BoG as required.
Reviewed and submitted to the
 
BoD for approval
 
the revised Related
 
Party Transactions
 
Policy.
Reviewed
 
and,
 
depending
 
on
 
the
 
case,
 
ratified,
 
approved,
 
or
 
approved
 
and
 
submitted
 
to
 
the
 
BoD
 
for
approval/information:
o
The revised
 
MiFID II Product Governance
 
Policy.
o
The Group
 
Anti-trust Compliance Policy.
o
The revised
 
Policy for Reporting Illegal or
 
Unethical Conduct or Violations
 
of European Union Law.
o
The revised
 
Anti-Bribery and Corruption Policy.
o
The Policy
 
for the Prevention
 
and Detection of Market Abuse.
o
The Insider Dealing Guideline.
 
 
 
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o
The revised
 
Conflict of Interest Policy.
o
The revised
 
Code of Conduct and Ethics.
In the context of
 
the Policy for Reporting Illegal or Unethical Conduct
 
or Violations of European Union Law, approved
and submitted to the BoD for
 
approval the appointment
 
of the Report Receiving & Monitoring Officer
 
(RRMO) and
the assistant RRMO.
Discussed financial results with Management, Internal
 
Audit, and External Auditors.
Reviewed and cleared the financial
 
statements and other financial reports
 
and trading updates
 
prior to their release.
Discussed with
 
Management the
 
implementation
 
of corrective
 
actions to recommendations
 
made by
 
Internal and
External Auditors and Regulatory Authorities.
Assessed
 
the
 
effectiveness,
 
objectivity,
 
and
 
independence
 
of
 
the
 
External
 
Auditors
 
for
 
the
 
financial
 
year
 
2023,
discussed the
 
results of
 
their evaluation
 
with Management
 
and Internal
 
Audit, and communicated
 
the final
 
results
to the Board and the
 
External Auditors.
Proposed
 
to the
 
Board
 
and the
 
Annual General
 
Meeting (AGM)
 
the
 
appointment
 
of the
 
External Auditors
 
for
 
the
financial year 2024.
Discussed and approved the
 
Global Group Audit and Assurance
 
Fees for
 
2024.
Approved
 
the External
 
Auditors’ Independence
 
Policy and monitored,
 
in line with
 
this policy,
 
the non-audit services
provided by the
 
External Auditor in 2024.
Reviewed and approved
 
the updated External Auditors Tendering
 
Policy and Procedure.
Reviewed:
o
The eligibility of audit firms for
 
the statutory audit versus IT delivery
 
sourcing for strategic
 
IT projects.
o
The five-year
 
rolling plan (2025-2029) regarding the
 
eligibility of audit firms for the statutory audit of Eurobank
Ergasias
 
Services
 
and Holdings
 
Group,
 
as well
 
as potential
 
conflicts of
 
interest
 
with
 
eligible
 
audit firms.
 
This
review was conducted in accordance with Greek Law 4449/2017,
 
EU Regulation 537/2014, and the requirements
of the
 
International
 
Code of
 
Ethics for
 
Professional
 
Accountants issued
 
by the
 
International
 
Ethics Standards
Board for Accountants (IESBA).
Initiated the External Auditors’
 
tendering process for
 
the Group statutory audit of 2027.
Assessed the
 
performance
 
of the
 
Internal Auditor
 
and the
 
Head of
 
Compliance/Anti-Money
 
Laundering Reporting
Officer for
 
2023.
Received updates on the
 
progress of the Annual Budget.
In accordance with the provisions
 
of Law 2533/1997,
 
reviewed reports
 
on substantial stock transactions by HoldCo’s
Directors and General
 
Managers that meet the
 
criteria set in Law 2533/1997 and notified the Board.
Approved and submitted to the
 
Board for further
 
submission to the AGM the
 
annual AC Activity Report for 2023.
Discussed the Annual AC Plan for
 
2025.
Participated in Board Risk Committee
 
(BRC) meetings, during which discussions included:
o
Accounting policies, including hedge accounting policy.
o
Progress reports on the
 
Corporate Sustainability Report Directive
 
(CSRD) Program Implementation.
o
Various
 
risks, including non-financial risks, climate-related
 
and environmental
 
risks, and the Environmental
 
and
Social Governance
 
(ESG) Strategy.
Eurobank
Decided on its constitution/reconstitution and the
 
appointment of its Chairman.
Reviewed and approved
 
the revised Compliance
 
Mandate.
Jointly with the
 
BRC, discussed and
 
further submitted to the BoD
 
for discussion the Business Risk
 
Assessment Exercise
(AML, CFT,
 
Sanctions) and the Compliance Risk Assessment.
Approved
 
and further
 
submitted to
 
the
 
BoD for
 
information
 
the
 
annual
 
and triennial
 
Plans of
 
Internal
 
Audit and
Compliance and monitored their
 
progress.
Reviewed
 
and discussed
 
regular
 
and ad
 
hoc reports
 
with information
 
relating
 
to the
 
System of
 
Internal
 
Controls,
including
 
quarterly
 
reports
 
from
 
Group
 
Internal
 
Audit,
 
Group
 
Compliance,
 
the
 
Operational
 
Risk
 
Sector,
 
Clients
Relations Office,
 
etc.
Received updates on various legal and regulatory
 
issues.
Discussed extensively AML issues, including the legal
 
and regulatory framework
 
for the EU’s Anti-Money
 
Laundering
Authority (AMLA) along with the respective
 
implementation timeline for
 
Eurobank.
Discussed various Group Compliance issues,
 
including the Compliance Transformation
 
Project.
Ratified the scoping memo and approved
 
the external advisor (i.e., EY) for
 
the review of Group
 
IA’s Risk Assessment
and Audit
 
Planning Methodology (External Review). Subsequently, after its
 
completion, the AC approved the External
Review and the respective
 
action plan.
 
 
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Discussed
 
the
 
quality
 
assessment
 
of
 
the
 
Group
 
Internal
 
Audit
 
activities,
 
covering
 
the
 
operations
 
of
 
the
 
entire
Eurobank
 
Group
 
in
 
Greece
 
and
 
its
 
subsidiaries
 
abroad,
 
against
 
the
 
Internal
 
Audit
 
Standards,
 
conducted
 
by
 
an
external advisor (i.e.,
 
Ernst & Young (EY)). EY
 
identified 12 improvement opportunities, and
 
the AC approved an action
plan for their implementation.
In line with the BoG Act
 
2577/2006, ensured that an annual evaluation of the System of Internal Controls for the year
2023 was performed and documented by the Internal Audit Group. This report, along with the AC’s assessment,
 
was
further submitted to the
 
BoD and subsequently to the BoG as required.
During the
 
1Q 2024 AC
 
meeting, discussed and
 
further
 
submitted to the
 
Board Risk
 
Committee (BRC) and
 
BoD for
acknowledgment,
 
the
 
independent
 
triennial
 
Evaluation
 
of
 
the
 
System
 
of
 
Internal
 
Controls
 
(SIC)
 
per
 
BoG
 
Act
2577/2006 conducted by Grant Thornton (Independent Evaluation). The Independent Evaluation, along
 
with the AC’s
assessment of the evaluation,
 
was submitted to the Bank of Greece (BoG) as required.
In line with the BoG Governors
 
Act 2577/2006, reviewed
 
the annual Group Compliance Sector’s reports
 
on AML and
compliance activities of the Bank for the year 2023. These reports, along with the AC’s own assessment, were
 
further
submitted to the Board and the
 
BoG.
Reviewed and submitted to the
 
BoD for approval
 
the revised Related
 
Party Transactions
 
Policy.
Reviewed
 
and,
 
depending
 
on
 
the
 
case,
 
approved
 
or
 
approved
 
and
 
further
 
submitted
 
to
 
the
 
BoD
 
for
approval/information:
o
The revised
 
MiFID II Product Governance
 
Policy
o
The new MiFID II
 
Marketing Communications Policy
o
The revised
 
Appropriateness Assessment Policy
o
The revised
 
Inducements Policy
o
The revised
 
Client/Investor Categorization Policy
o
The revised
 
Suitability Assessment Policy
o
The AML/CFT and Sanctions Policy
o
The Group
 
Anti-trust Compliance Policy
o
The revised
 
Policy for Reporting Illegal or
 
Unethical Conduct or Violations
 
of European Union Law
o
The revised
 
Anti-Bribery and Corruption Policy
o
The Policy
 
for the Prevention
 
and Detection of Market Abuse
o
The Insider Dealing Guideline
o
The revised
 
Code of Conduct and Ethics
o
The revised
 
Conflict of Interest Policy
o
The Order
 
Execution Policy
In
 
the
 
context
 
of
 
the
 
Policy
 
for
 
Reporting
 
Illegal
 
or
 
Unethical
 
Conduct
 
or
 
Violations
 
of
 
European
 
Union
 
Law
(mentioned
 
above),
 
approved
 
and further
 
submitted to
 
the
 
BoD for
 
approval
 
the
 
Report Receiving
 
& Monitoring
Officer (RRMO) and the
 
Assistant RRMO.
Discussed with Management, Internal Audit, and External Auditors issues relating
 
to the financial results.
Discussed/approved
 
(depending
 
on the
 
case)
 
various
 
Group
 
Internal
 
Audit issues,
 
including
 
its staffing,
 
strategy,
budget, and training.
Received an
 
update regarding
 
the gap
 
assessment performed
 
through interviews,
 
workshops, and documentation
analysis by an external
 
consultant (i.e., PwC) for
 
the evaluation
 
of the readiness
 
of Eurobank’s
 
Group Internal
 
Audit
function to conform with
 
Global International Audit Standards
 
(GIAS).
Strengthened its monitoring of the
 
effectiveness
 
of the IA functions of subsidiaries (in Greece
 
and abroad).
Reviewed and cleared
 
the consolidated financial statements.
Discussed with
 
Management the
 
implementation
 
of corrective
 
actions to recommendations
 
made by
 
Internal and
External Auditors and Regulatory Authorities.
Assessed
 
the
 
effectiveness,
 
objectivity,
 
and
 
independence
 
of
 
the
 
External
 
Auditors
 
for
 
the
 
financial
 
year
 
2023,
discussed the
 
results of
 
their evaluation
 
with Management
 
and Internal
 
Audit, and communicated
 
the final
 
results
to the Board and the
 
External Auditors.
Approved the
 
External Auditors’ Bank Group Audit and Assurance
 
Fees for
 
2024.
Proposed
 
to
 
the
 
Board
 
and
 
the
 
Annual
 
General
 
Meeting
 
of
 
Shareholders
 
for
 
approval
 
the
 
appointment
 
of
 
the
External Auditors for the
 
financial year 2024.
Approved
 
the External
 
Auditors’ Independence
 
Policy and
 
monitored, in line
 
with this Policy,
 
the non-audit services
provided by the
 
External Auditor in 2024.
Received an update on the
 
External Auditor’s tendering process
 
for the Group
 
statutory audit of 2027.
Assessed the performance
 
of the Chief Audit Executive
 
and the General
 
Manager Head of Group Compliance/Anti-
Money Laundering Reporting Officer.
Monitored
 
the
 
memberships
 
and
 
the
 
modus
 
operandi
 
of
 
the
 
Audit
 
Committees
 
of
 
the
 
banking
 
subsidiaries,
 
as
required, and reviewed
 
their Activity Reports.
 
 
 
 
 
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Approved banking subsidiaries’
 
AC Chairs appointed during 2024.
Discussed key Audit Committee issues with the
 
Chairpersons of banking subsidiaries.
In
 
accordance
 
with
 
the
 
provisions
 
of Law
 
2533/1997,
 
the
 
Audit Committee
 
reviewed
 
reports
 
on substantial
 
stock
transactions of
 
the Bank’s Directors
 
and General
 
Managers that met
 
the criteria
 
set in Law 2533/1997
 
and notified
the Board.
Approved and notified the Board for further submission to
 
the Annual General Meeting the annual
 
AC Activity Report
for 2023.
Discussed the Annual AC Plan for
 
2025.
At the BRC meetings that
 
the AC members
 
participated in, discussions included progress
 
reports for the
 
Corporate
Sustainability Report Directive
 
(CSRD) Program Implementation,
 
risk issues such as operational
 
risk, IT security risk,
and climate-related
 
and environmental
 
risk, the
 
MREL plan,
 
and the
 
Environmental
 
and Social
 
Governance
 
(ESG)
Strategy.
It is noted that
 
in accordance
 
with the
 
Law 4449/2017 as
 
in force,
 
the HoldCo/Bank
 
ACs submit an
 
annual activity report
 
to
their
 
Shareholders’
 
Annual General
 
Meeting on
 
the
 
issues dealt
 
with by
 
the
 
ACs during
 
the
 
previous
 
year,
 
also including
 
a
description of the sustainability policy followed
 
by each entity.
The 2024 HoldCo/Bank ACs
 
Activity Reports which are also part of the
 
2024 HoldCo/Bank Annual Financial Reports, refer
 
to
the AC activity during 2024, the
 
issues addressed and the sustainability policy.
6.3
Board Risk Committee
 
The purpose of the
 
HoldC/Bank’s Board Risk Committee (BRC) is to assist the Board
 
in the following
 
risk-related issues:
 
to advise and support BoD regarding
 
the monitoring of overall
 
actual and future risk appetite and strategy,
 
taking
into account all types of risks to ensure that they are in line with the
 
business strategy,
 
objectives, corporate
 
culture
and values
 
to provide BoD with recommendations
 
on necessary adjustments to the
 
risk strategy
to assist BoD in overseeing the
 
implementation of risk strategy
 
and the corresponding limits set
to oversee the implementation of the strategies for capital and liquidity management as well as for all material risks
of the
 
Group, as
 
identified through
 
the Risk
 
Identification and
 
Materiality Assessment
 
(RIMA) process
 
and listed in
the relevant RIMA report, in
 
order to assess
 
their adequacy against the
 
approved risk appetite and
 
strategy. Material
risk types include financial and
 
non-financial risks, indicatively
 
credit risk, market risk,
 
liquidity risk, interest
 
rate risk
and credit spread risk in the banking book, counterparty
 
risk, operational
 
risk, climate risk, country risk, reputational
risks, conduct risk, risks stemming from strategic projects
to
 
oversee
 
the
 
progress
 
made
 
to
 
enhance
 
resolvability
 
in
 
accordance
 
with
 
the
 
requirements
 
of
 
the
 
Resolution
Authorities (for Bank BRC only).
to review a
 
number of possible scenarios,
 
including stressed scenarios,
 
to assess how the
 
risk profile would
 
react to
external and internal events
to oversee
 
the
 
alignment between
 
all material
 
financial products
 
and services
 
offered
 
to clients
 
and the
 
business
model and risk strategy. The
 
BRC should assess the risks associated with the offered
 
financial products and services
and take
 
into account
 
the
 
alignment
 
between the
 
prices
 
assigned to
 
and the
 
profits
 
gained from
 
those products
and services (for Bank BRC only)
to provide advice on the appointment of external consultants that BoD may decide to engage for advice or support
to assess the
 
recommendations
 
of internal
 
or external
 
auditors and follow
 
up on
 
the appropriate
 
implementation
of measures taken
to ensure that an appropriate risk management framework has been developed which is embedded in the decision-
making process (e.g. new products and services introduction,
 
risk adjusted pricing, internal risk models, risk adjusted
performance measures
 
and capital allocation)
to define the risk management principles and ensure that there are the appropriate
 
methodologies, modeling tools,
data sources and sufficient and competent staff
 
to identify, assess, monitor and mitigate risks
 
to
 
set,
 
approve
 
and
 
oversee
 
the
 
implementation
 
of
 
the
 
risk
 
culture,
 
core
 
values
 
and
 
expectations
 
regarding
 
all
material risks.
6.3.1
BRC Membership/Composition
The BRCs
 
consist of five (5)
 
independent non-executive Directors.
 
The Chairperson
 
qualifies as independent member
 
with a
solid experience
 
in commercial
 
banking and preferably
 
risk and/or Non-Performing
 
Exposures management
 
and is familiar
with the Greek and international
 
regulatory framework.
 
The appointment of the Chairperson
 
and the Vice-Chairperson shall
go through the
 
NomCos’ proposal process
 
and approved by
 
the Board.
5
HoldCo/Bank BRCs’ Terms of Reference
 
may be found at the HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The BRCs’ composition is outlined
 
below:
BRC Chairperson:
Rajeev Kakar,
Non-Executive Independent Director of the
 
Board
BRC Vice-Chairperson:
 
John Arthur Hollows,
Non-executive Independent Director of the Board
BRC Members:
Cinzia Basile,
 
Non-Executive Independent Director of the
 
Board
Burkhard Eckes,
Non-Executive Independent Director of the
 
Board
Evangelos Kotsovinos
, Non-executive Independent Director of the
 
Board
It
 
is noted
 
that
 
during
 
2024
 
and following
 
NomCos’
 
recommendations
 
for
 
the
 
recomposition
 
of
 
the
 
HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on30.05.2024,
 
28.06.2024 and
 
23.07.2024,the
 
following:
to
 
appoint
 
Messrs.
 
Burkhard
 
Eckes
 
and
 
Evangelos
 
Kotsovinos
 
as
 
new
 
BRC
 
members,
 
in replacement
 
of
 
Ms.
 
Alice
Gregoriadi and Mr. Bradley
 
Paul Martin respectively.
Mr. John Arthur Hollows to
 
swap his
 
BRC status with
 
that of Ms.
 
Cinza Basile, i.e.
 
Mr. John Arthur Hollows to
 
undertake
the
 
position
 
of BRC’s
 
Vice
 
Chair (previously
 
held
 
the
 
position
 
of BRC’s
 
member)
 
whereas
 
Ms. Alice
 
Gregoriadi
 
to
undertake the position
 
of BRC’s member (previously
 
held the position of BRC’s Vice
 
Chair).
6.3.2
BRC Meetings
The
 
BRC
 
meets
 
at
 
least
 
ten (10)
 
times
 
per
 
year
 
and the
 
Chairperson
 
updates
 
the
 
BoD
 
members
 
on the
 
material
 
matters
covered
 
by the Committee during the previous
 
period (if any) at the quarterly
 
meetings of the BoD.
 
Apart from
 
the BRC
 
members, the
 
AC’s members
 
may also attend
 
BRC sessions when
 
common issues are
 
discussed (i.e. on
operational
 
risk matters,
 
on IT
 
security and
 
cyber risks).
 
The
 
Chairperson of
 
the
 
BRC may
 
also invite
 
to the
 
meetings other
executives of the
 
Group or external advisors or experts, as deemed
 
appropriate.
6.3.3
Attendance to the BRC Meetings
During 2024, attendance details for
 
the Board Risk Committee were
 
as follows,
 
Company
Meetings
Average ratio of
Directors’ attendance
2024
2023
2024
2023
HoldCo
 
12
12
95%
100%
Bank
 
12
13
95%
100%
The Directors’
 
individual attendance rates at the
 
BRC meetings in 2024 were the
 
following:
Name
Eurobank Holdings
BRC
Eurobank BRC
Eligible to attend
Attended in person
(# and %)
Eligible to
attend
Attended in
person
(# and %)
Rajeev Kakar,
BRC
Chairperson
12
11
92%
12
11
92%
John Arthur Hollows,
 
BRC Vice-Chairperson
12
11
92%
12
11
92%
Cinzia Basile,
BRC member
12
12
100%
12
12
100%
Burkhard Eckes,
 
BRC member since 23.07.2024
5
5
100%
5
5
100%
Evangelos Kotsovinos,
BRC member since 23.07.2024
5
4
80%
5
4
80%
Bradley Paul L. Martin,
BRC member until 23.07.2024
7
7
100%
7
7
100%
Alice Gregoriadi,
BRC member until 23.07.2024
7
7
100%
7
7
100%
It is noted
 
that in 2024, Messrs.
 
Rajeev Kakar, John Arthur Hollows and Evangelos
 
Kotsovinos provided representation proxies
for their
 
missed meetings in HoldCo/Bank’s
 
BRCs, leading their
 
overall
 
attendance rate
 
(physical and under
 
representation)
at 100% in HoldCo/Bank’s BRCs.
6.3.4
BRCs’ Performance
 
Evaluation
The 2024
 
self-evaluation conducted
 
by the
 
HoldCo/Bank BRCs indicates
 
overall
 
satisfaction among
 
its members
 
regarding
the
 
Committee's leadership,
 
participation,
 
and the
 
robustness
 
of discussions.
 
Members of
 
the
 
BRCs expressed
 
satisfaction
 
 
 
 
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with
 
the
 
Chairperson’s
 
preparedness
 
and
 
ability
 
to
 
guide
 
discussions.
 
Additionally,
 
members
 
of
 
the
 
BRCs
 
are
 
also
 
well-
prepared for
 
meetings, ensuring meaningful participation
 
in discussions.
he evaluation also highlighted opportunities for further enhancement. In particular, enhancements in meeting materials were
noted, scoring 4.80,
 
yet further
 
improvements
 
were
 
recommended in
 
areas such
 
as market
 
risk reporting
 
and non-financial
risk oversight, particularly operational
 
and cybersecurity risks.
Strengthening
 
oversight
 
of
 
subsidiaries
 
was
 
identified
 
as
 
a
 
priority
 
too,
 
similarly
 
to
 
the
 
Audit
 
Committee.
 
Members
highlighted specific areas, such as
 
credit, concentration, and merger
 
-related risks in Cyprus. Sensitivity
 
analyses on consumer
lending profitability and the euro’s
 
impact on the Bulgarian market were
 
also recommended. Cybersecurity governance
 
and
operational
 
resilience
 
emerged
 
as focus
 
areas, with
 
calls for
 
annual deep-dive
 
sessions and
 
greater
 
use of
 
data analytics
and stress testing
 
to improve
 
risk identification
 
and mitigation.
 
Coordination with
 
the Audit
 
Committee remained
 
effective
but saw a slight decline in its score, moving from 4.80 to 4.60.
6.3.5
BRCs’ Activity in 2024
For 2024, the
 
BRCs have, amongst others:
Eurobank Holdings
Monitored the
 
Group’s
 
overall
 
actual and
 
future
 
risk appetite
 
and strategy,
 
ensuring alignment
 
with the
 
business
strategy, objectives,
 
corporate culture, and values of the
 
Group, while considering all types of risks.
Approved various
 
regulatory and risk-related reports,
 
policies, and frameworks,
 
including:
o
Internal Capital & Liquidity Adequacy Assessment Processes
 
(ICAAP/ILAAP)
o
Capital Adequacy Statements (CAS) and Liquidity Adequacy Statements
 
(LAS)
o
Risk Identification and Materiality Process
 
(RIMA) Report
o
Group Recovery
 
Plan
Approved the
 
Group Chief Risk Officer
 
(GCRO) Annual Report.
Approved
 
the
 
Group
 
Risk
 
and
 
Capital
 
Strategy,
 
the
 
Risk
 
Appetite
 
Framework
 
(RAF),
 
and
 
the
 
Risk
 
Appetite
Statements (RAS), including the RAS dashboard.
Eurobank
Monitored
 
Eurobank’s
 
overall
 
actual
 
and
 
future
 
risk
 
appetite
 
and
 
strategy,
 
ensuring
 
that
 
all
 
types
 
of
 
risks
 
were
aligned with the institution’s
 
business strategy,
 
objectives, corporate
 
culture, and values.
Oversaw both qualitative
 
and quantitative aspects of credit, market,
 
liquidity, and operational
 
risks.
Reviewed
 
Information
 
and
 
Communication
 
Technology
 
(ICT)
 
Risk and
 
Security,
 
including Cyber
 
Security,
 
Physical
Security, and Fraud
 
Detection.
Approved various
 
regulatory and other
 
reports, risk policies, and frameworks,
 
including:
o
Non-Performing Exposures
 
(NPE) Targets
 
submission for 2024-2026 and the
 
NPE management strategy.
o
Liquidity Report.
o
Counterparty and Issuer Risk Report.
o
Interest Rate Risk in the Banking Book
 
/ Credit Spread Risk in the Banking Book.
o
Market Risk Developments
 
Report.
o
Group Operational
 
and Non-Financial Risk Report.
o
Asset Quality Monthly and Quarterly Update.
o
Impairment Results: Quarterly Update.
o
New Disbursements Performance
 
Report.
o
Forbearance
 
Report.
o
Quarterly NPE & Securitizations Performance
 
Update Report.
o
Risk Appetite Dashboard.
o
Bank’s Macro Hedging Strategy Updates.
o
BCBS239 Project, including:
-
Scope of Application and Inventory of Material
 
Risk Reports.
-
Definition of Compliance.
-
Overarching
 
Risk Reporting Framework.
-
Risk Data Aggregation
 
and Risk Reporting (RDARR) Validation
 
Governance Arrangements.
-
Initial Version of the
 
RDARR Validation
 
Framework.
o
Large Groups and Hyper Groups
 
– Degrouping Policy
 
Amendments.
o
Presentations of Large Groups,
 
including METLEN, DEI, GEK, among others.
 
 
 
 
 
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o
Leveraged
 
Transactions Update
 
& Dashboard.
o
Corporate & Investment
 
Banking (CIB) Industry Sectors Update.
o
International Subsidiaries Monitoring,
 
including key risk indicators,
 
the BRC Chairman’s
 
Annual Activity Report,
and the approval of BRC Chairs
 
appointed during 2024.
BRC meetings where
 
AC members were
 
also invited, discussing and approving the following
 
issues:
o
Resolvability Progress Report.
o
Group Chief Risk Officer
 
Succession Plan.
o
Notification for
 
breach of Risk Appetite Statements (RAS) thresholds,
 
specifically:
-
Level 1 KRI: "Operational
 
Risk Losses Ratio" (RAS 47).
-
Level 2 KRI: "Conduct Risk Exposure" (RAS 51), "Regulatory Compliance
 
Risk Exposure" (RAS 52).
o
Hellenic Bank Risk Assurance Analysis.
o
Minimum Requirement for
 
Own Funds and Eligible Liabilities (MREL) Issuance Plan & Targets.
o
Resolvability Self-Assessment Report.
o
Environmental and Social Governance
 
(ESG) Strategy.
o
Key Climate Risk & Environmental
 
(CR&E) Risk Monitoring Indicators & Pillar 3 Benchmarking.
o
Fit-for-55 Climate Risk Stress Test
 
Results.
o
Anti-Money Laundering (AML) Validation
 
– Onboarding and Transaction
 
Monitoring (SIRON).
o
Corporate Sustainability Reporting Directive
 
(CSRD) Governance Gap Analysis Status
 
Update.
o
Double Materiality Impact – Overview.
o
Discussion of the Digital Operational
 
Resilience Act (DORA) Gap Assessment & Results.
o
Semi-Annual Update by the Responsible BoD Member
 
for Climate-Related and Environmental
 
Risks.
6.4
Remuneration Committee
 
The
 
HoldCo/Bank’s
 
Boards
 
have
 
delegated
 
to
 
the
 
respective
 
RemCos
 
the
 
responsibilities
 
(a)
 
to
 
provide
 
specialized
 
and
independent advice for matters relating
 
to remuneration
 
policy and its implementation at HoldCo/Bank Group
 
level and for
the
 
incentives
 
created
 
while
 
managing
 
risks,
 
capital
 
and
 
liquidity,
 
(b)
 
to
 
safeguard
 
the
 
proper
 
exercise
 
of
 
its
 
duties
 
and
responsibilities,
 
the
 
efficient
 
alignment
 
of
 
the
 
personnel’s
 
remuneration
 
with
 
the
 
risks
 
the
 
HoldCo/Bank
 
undertakes
 
and
manages and the required alignment between
 
the HoldCo/Bank and the Group,
 
and (c) to approve or propose
 
for approval
all exposures of
 
Key Management
 
Personnel
 
and their relatives
 
(spouses, children, siblings).
 
The Non-Executive
 
Directors of
HoldCo/Bank have the
 
responsibility to approve
 
and periodically review
 
HoldCo/Bank’s remuneration
 
policy and oversee
 
its
implementation both at
 
Bank and Group level.
The
 
implementation
 
of the
 
HoldCo/Bank remuneration
 
policy
 
is in
 
line with
 
the
 
provisions
 
of Laws
 
4261/2014
 
and Bank
 
of
Greece Executive Committee’s
 
Act 231/2024.
The HoldCo/Bank RemCo is also responsible
 
to:
determine
 
the
 
remuneration
 
system for
 
the
 
members
 
of the
 
Board
 
of Directors
 
and the
 
senior
 
executives
 
and to
make
 
a
 
relevant
 
recommendation
 
on
 
them
 
to
 
the
 
Board
 
of
 
Directors,
 
which
 
decides
 
on
 
them
 
or
 
to
 
make
recommendations to the
 
General Meeting, where
 
required,
propose
 
to
 
the
 
Non-Executive
 
Directors
 
of
 
the
 
HoldCo/Bank’s
 
BoD
 
for
 
their
 
approval
 
the
 
goals
 
and
 
objectives
relevant
 
to
 
the
 
HoldCo/Bank’s
 
CEO
 
remuneration
 
and
 
evaluate
 
his/her
 
performance
 
in
 
light
 
of
 
these
 
goals
 
and
objectives,
guide and monitor the external remuneration
 
consultant (if hired) and ensure that it receives
 
appropriate reporting
from him/her.
 
In addition, HoldCo/Bank RemCo ensures that the external consultant is referred
 
in the HoldCo/Bank’s
annual
 
report
 
of
 
the
 
year
 
hired
 
and/or
 
completed
 
his/her
 
work,
 
together
 
with
 
a
 
statement
 
of
 
any
 
possible
relationship between him/her
 
and the HoldCo/Bank or with members
 
of the HoldCo/Bank’s Board individually.
6.4.1
RemCos Membership/Composition
The HoldCo/Bank RemCos consists of five
 
(5) independent non-executive Directors.
In
 
the
 
event
 
that
 
the
 
Chairperson
 
of
 
the
 
Bank’s
 
Board
 
is
 
a
 
member
 
of
 
the
 
RemCos,
 
she/he
 
cannot
 
participate
 
in
 
the
determination of his/her
 
remuneration.
6
HoldCo/Bank RemCos’ Terms of Reference
 
may be found at the HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The HoldCo/Bank RemCos’
 
composition is outlined below:
RemCo Chairperson:
Cinzia Basile,
Non-executive Independent Director of the
 
Board
 
Members:
Jawaid Mirza,
Non-Executive Independent Director of the
 
Board
 
Alice Gregoriadi,
 
Non-Executive Independent Director of the
 
Board
 
Irene Rouvitha Panou,
Non-Executive Independent Director of the
 
Board
John Arthur Hollows,
Non-Executive Independent Director of the
 
Board
It
 
is noted
 
that
 
during
 
2024
 
and following
 
NomCos’
 
recommendations
 
for
 
the
 
recomposition
 
of
 
the
 
HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on 30.05.2024,
 
28.06.2024 and 23.07.2024:
to appoint Ms.
 
Irene Rouvitha Panou as new
 
RemCos’ member in replacement of Mr. Geroge Chryssikos who
 
decided
not to pursue
 
renewal of
 
his term
 
to the
 
new HolDCo/Bank
 
BoDs (that were
 
appointed by the
 
HoldCo/Bank AGMs
of 23.07.2024)
 
and Mr. John Arthus Holl
 
ows as new RemCos’ member
 
Following
 
the
 
decision
 
of the
 
discontinuation
 
of Vice
 
Chair’s
 
role
 
on the
 
BoDs and
 
certain
 
committees (including
HoldC/Bank
 
RemCos)
 
upon
 
the
 
conclusion
 
of
 
Mr.
 
Georgios
 
Chryssikos’
 
term,
 
Mr.
 
Jawaid
 
Mirza
 
(previous
 
Vice-
Chairperson of
 
HoldCo /
 
Bank RemCos)
 
to be
 
appointed in
 
RemCos as
 
member.
 
The
 
Chair’s responsibilities
 
to be
assumed by the most senior
 
independent non-executive directors present at meetings
 
in the Chair’s absence.
6.4.2
RemCos meetings
HoldCo/Bank RemCos meet at least twice a year.
6.4.3
Attendance to the RemCo meetings
During 2024 the attendance details for
 
the Remuneration
 
Committees were as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2024
2023
2024
2023
HoldCo
11
12
100%
97%
Bank
 
11
12
100%
98%
It is noted that
 
in 2024, representation
 
proxies were
 
provided for
 
all missed meetings
 
in HoldCo/Bank RemCos,
 
leading the
overall
 
attendance rate (physical and under
 
representation) at 100% in HoldCo/Bank
 
RemCos.
6.4.4
RemCo’s Performance
 
Evaluation
The
 
2024
 
self-evaluation
 
conducted
 
by
 
RemCos’
 
members
 
reflects
 
overall
 
satisfaction
 
with
 
the
 
Committees’
 
leadership,
preparedness, and agenda management. RemCos’ members demonstrate strong preparedness and active engagement and
these attributes contribute significantly to the Committees’ ability to
 
make informed decisions and provide meaningful input.
 
The
 
evaluation
 
also
 
highlighted
 
opportunities
 
for
 
further
 
enhancement.
 
Members
 
noted
 
the
 
need
 
for
 
improved
 
material
quality, timelier submissions, and deeper
 
discussions on remuneration
 
policies. The Committee’s skillset was also highlighted
as an area
 
for
 
possible improvement,
 
with recommendations
 
to include
 
more HR
 
expertise to
 
address complex
 
challenges
and better align the Committee's work with
 
Eurobank’s strategic
 
objectives.
Talent
 
retention emerged
 
as a priority,
 
with members
 
suggesting less reliance
 
on monetary rewards
 
and greater
 
emphasis
on
 
career
 
development
 
and
 
linking
 
incentives
 
to
 
growth.
 
Additionally,
 
strengthening
 
governance
 
at
 
subsidiaries
 
was
recommended to ensure alignment with
 
Group-level
 
objectives.
6.4.5
RemCos' Activity in 2024
For 2024, RemCos’
 
have amongst others:
Eurobank Holdings
Proposed to the Board
 
of Directors (BoD) for approval
 
the revised RemCo Terms
 
of Reference.
Reviewed and proposed
 
to the Non-Executive Directors
 
for approval the
 
Remuneration
 
Policy of the HoldCo.
Reviewed and proposed to the Board and the Annual General Meeting (AGM) for approval
 
the Remuneration Policy
for Directors.
Reviewed and proposed to the
 
Non-Executive Directors for approval
 
the Group Annual Base Salary Framework
 
and
the Annual Base Salary Framework
 
for Top
 
Management Roles.
 
 
 
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Reviewed and proposed to the
 
Non-Executive Directors for approval
 
the Variable
 
Remuneration
 
- Key Performance
Indicators (KPIs) & Key Risk Indicators
 
(KRIs) and the Group Variable
 
Remuneration
 
Pool.
Reviewed and approved
 
the Material Risk Takers’
 
List and the Remuneration
 
Disclosures for 2023.
Discussed the remuneration
 
policy implementation at the
 
Group level.
Discussed the
 
Remuneration
 
Policy
 
Review
 
– Follow
 
-up (for
 
the
 
years
 
2022 and
 
2023), conducted
 
by
 
the
 
Internal
Audit Group.
Proposed to the
 
Board and AGM
 
for approval
 
the Board
 
and Board Committees’
 
Fees for
 
Non-Executive Directors
of the HoldCo (Actual Fees
 
2023 & Estimated Fees 2024).
Proposed to the Board
 
and AGM for approval
 
the Remuneration
 
Report for the financial
 
year 2023.
Proposed to the Board
 
and AGM for approval:
o
The distribution of net profits
 
to senior management and employees.
o
Approvals in accordance
 
with Article 86 of Law 4261/2014.
Proposed to the
 
Non-Executive Directors
 
of the Bank
 
for approval
 
the CEO’s
 
Performance
 
Evaluation for
 
2023 and
the CEO’s Financial and Non-Financial Objectives for
 
2024.
Approved the
 
Remuneration
 
Disclosures for 2023.
Reviewed and proposed
 
to the Board for
 
approval the Board
 
and Board Committees’ Attendance Policy.
Reviewed the
 
implementation of the Board
 
and Board Committees’ Attendance Policy.
Depending on
 
the
 
case, approved
 
or proposed
 
to the
 
Non-Executive
 
Directors for
 
approval
 
various remuneration
issues and borrowing requests.
Received updates on:
o
Initiatives supporting employees
 
on the lowest salary levels.
o
The annual pension component.
o
The Benefits Policy.
o
The Voluntary
 
Exit Scheme effectiveness.
Discussed the Top
 
Management Remuneration
 
Benchmarking Project.
Discussed the Annual RemCo Plan for
 
2025.
Eurobank
Proposed to the Board
 
of Directors (BoD) for approval
 
the revised RemCo Terms
 
of Reference.
Reviewed and proposed
 
to the Non-Executive Directors
 
for approval the
 
Remuneration
 
Policy of the Bank.
Reviewed and proposed to the Non-Executive
 
Directors for approval the
 
Group Annual Base Salary Framework and
the Annual Base Salary Framework
 
for Top
 
Management Roles.
Reviewed and proposed to the
 
Non-Executive Directors for approval
 
the Variable
 
Remuneration - Key
 
Performance
Indicators (KPIs) & Key Risk Indicators
 
(KRIs) and the Group Variable
 
Remuneration
 
Pool.
Reviewed and approved
 
the Material Risk Takers’
 
List and the Remuneration
 
Disclosures for 2023.
Discussed the remuneration
 
policy implementation at both
 
the Bank and Group levels.
Discussed the
 
Remuneration
 
Policy
 
Review
 
– Follow
 
-up (for
 
the
 
years
 
2022 and
 
2023), conducted
 
by the
 
Internal
Audit Group.
Proposed to the Board and Annual General Meeting (AGM) for approval
 
the Board and Board Committees’ Fees for
Non-Executive Directors of the
 
Bank (Actual Fees 2023 & Estimated Fees
 
2024).
Proposed to the Board
 
and AGM for approval:
o
The distribution of net profits
 
to senior management and employees.
o
Approvals in accordance
 
with Article 86 of Law 4261/2014.
Proposed to the
 
Non-Executive Directors
 
of the Bank
 
for approval
 
the CEO’s Performance
 
Evaluation for
 
2023 and
the CEO’s Financial and Non-Financial Objectives for
 
2024.
Reviewed the
 
implementation of the Board
 
and Board Committees’ Attendance Policy.
Discussed and
 
further
 
submitted to
 
the Board
 
for
 
information
 
the implementation
 
of the
 
Group Subsidiary
 
Board
Remuneration
 
Policy across the
 
Group during 2023.
Depending on
 
the
 
case, approved
 
or proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
 
various remuneration
issues
 
related
 
to
 
international
 
subsidiaries,
 
including
 
the
 
remuneration
 
framework,
 
performance-related
 
variable
remuneration,
 
and remuneration
 
increases.
Depending on
 
the
 
case, approved
 
or proposed
 
to the
 
Non-Executive Directors
 
for
 
approval
 
various remuneration
issues and borrowing requests.
Received and reviewed
 
the annual updates from the
 
RemCo Chairpersons of the Group’s
 
banking subsidiaries.
 
 
 
 
 
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Approved the
 
appointment of a new RemCo Chairperson in the
 
Group’s banking subsidiaries.
Received updates on:
o
Initiatives supporting employees
 
on the lowest salary levels.
o
The annual pension component.
o
The Benefits Policy.
o
The Voluntary
 
Exit Scheme effectiveness.
Discussed the Top
 
Management Remuneration
 
Benchmarking Project.
Discussed the Annual RemCo Plan for
 
2025.
6.5
Nomination and Corporate Governance
 
Committee
 
Eurobank
 
Holdings
 
and the
 
Bank’s Boards
 
have
 
delegated
 
to the
 
NomCos the
 
responsibilities
 
(a)
 
to lead
 
the
 
process
 
for
Board and
 
Board Committees
 
appointments, including
 
the
 
identification,
 
nomination
 
and recommendation
 
of candidates
for appointment
 
to the Board,
 
(b) to consider matters
 
related to the
 
Board’s adequacy,
 
efficiency and effectiveness
 
and (c)
review
 
the
 
Group’s
 
corporate
 
governance
 
policies,
 
procedures
 
and
 
arrangements.
 
The
 
Committees
 
were
 
renamed
Nomination and Corporate Governance
 
Committees in order to accurately
 
reflect their expanded purpose.
The NomCo, in carrying
 
out its duties, is accountable to the Board.
In particular, among others,
 
the NomCo is responsible:
 
at least
 
annually and
 
in accordance
 
with Board
 
and Board
 
Committees Evaluation
 
Policy,
 
to assess
 
the structure,
size, composition and performance
 
of the BoD and make recommendations
 
to the BoD with regard
 
to the need for
its renewal and/or any other
 
changes it considers appropriate,
 
at least annually and in accordance with Board
 
and Board Committees Evaluation Policy,
 
to assess the knowledge,
skills, experience and contribution of individual Board members
 
and of the Board collectively and report
 
to the BoD
accordingly,
in
 
the
 
context
 
of
 
Board
 
and
 
Board
 
Committees
 
Evaluation
 
Policy
 
implementation,
 
to
 
determine
 
the
 
evaluation
parameters
 
based
 
on
 
best
 
practices
 
and
 
ensure
 
the
 
effectiveness
 
of
 
the
 
evaluation
 
of
 
the
 
Board,
 
the
 
individual
evaluation
 
of
 
Non-Executive
 
Directors,
 
including
 
the
 
Chair,
 
the
 
succession
 
plan
 
of
 
the
 
Chief
 
Executive
 
and
 
the
members
 
of the
 
Board, the
 
targeted composition
 
of the
 
Board
 
of Directors
 
in relation
 
to the
 
strategy
 
and Board
Nomination Policy,
to play a leading role in the nomination process and the design of the succession plan for the members of the Board
and senior management,
to review at least once every
 
two years and recommend
 
for the
 
approval of the BoD the
 
BoD Nomination Policy,
 
to ensure that the nomination process, as this is defined in
 
the BoD Nomination Policy, is clearly defined and applied
in a transparent manner
 
and in a way that ensures its effectiveness,
to
 
ensure
 
that
 
there
 
is
 
adequate,
 
step-wise
 
succession
 
planning
 
for
 
Board
 
members
 
so
 
as
 
to
 
maintain
 
an
appropriate
 
level of
 
continuity and organizational
 
memory at
 
Board level,
 
especially when
 
dealing with
 
sudden or
unexpected absences or departures of Board
 
members,
to monitor
 
the
 
Board succession
 
planning in
 
order
 
to ensure
 
the
 
smooth succession
 
of the
 
members
 
of the
 
Board
with their gradual
 
replacement in order
 
to avoid the lack of management,
to ensure that
 
the succession
 
framework
 
takes into account
 
the findings
 
of the
 
evaluation of
 
the Board
 
in order
 
to
achieve the
 
necessary changes
 
in composition
 
or skills and
 
to maximise the
 
effectiveness
 
and collective
 
suitability
of the Board,
to review at least annually
 
and always before the initiation of the CEO
 
succession process the qualifications required
for
 
the
 
position of
 
the
 
CEO, to
 
ensure
 
that there
 
is a
 
viable pool
 
of internal
 
and external
 
candidates
 
and also
 
to
ensure that
 
the CEO
 
is involved
 
in all the
 
areas of CEO
 
Succession Plan,
 
including the
 
assessment of
 
the nominees
for his/her position,
 
as he deems appropriate,
to ensure that the CEO is involved in the succession planning process of the senior executives
 
at the level of the CEO
minus one, including the assessment of nominees for
 
the said positions.
As far as
 
NomCos of subsidiaries
 
are concerned, neither the HoldCo NomCo nor
 
the Eurobank NomCo replace them. However,
the
 
Eurobank
 
NomCo has
 
the
 
overall
 
responsibility to
 
oversee
 
that the
 
NomCos of
 
subsidiaries comply
 
with its
 
standards,
modus operandi and governance
 
framework.
7
HoldCo/Bank NomCos’ Terms of Reference
 
may be found at the HoldCo/Bank websites (
www.eurobankholdings.gr
 
&
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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6.5.1
NomCo Membership/Composition
The NomCo consists of
 
five (5) non-executive Directors, four (4)
 
of whom are
 
independent Directors, including
 
the Chairperson
who may not serve as the
 
Chairperson of the Remuneration
 
Committee.
 
The NomCo composition is outlined below:
NomCo Chairperson:
Irene Rouvitha Panou,
Non-Executive Independent Director of the
 
Board
 
Members:
George Zanias,
 
Non-Executive Director of the
 
Board
Jawaid Mirza,
Non-Executive Independent Director of the
 
Board
Rajeev Kakar,
Non-Executive Independent Director of the
 
Board
Burkhard Eckes,
Non-Executive Independent Director of the
 
Board
It
 
is noted
 
that
 
during
 
2024
 
and following
 
NomCos’
 
recommendations
 
for
 
the
 
recomposition
 
of
 
the
 
HoldCo/Bank’s
 
BoDs
Committees, the HoldCo/Bank’s BoDs decided on 30.05.2024,
 
28.06.2024 and
 
23.07.2024:
 
to appoint Mr.
 
George Zanias as new
 
NomCos’ member,
 
in replacement
 
of of Mr.
 
Geroge Chryssikos
 
who decided
not to pursue
 
renewal of
 
his term
 
to the
 
new HolDCo/Bank
 
BoDs (that were
 
appointed by the
 
HoldCo/Bank AGMs
of 23.07.2024).
Following
 
the
 
decision
 
of the
 
discontinuation
 
of Vice
 
Chair’s
 
role
 
on the
 
BoDs and
 
certain
 
committees (including
HoldC/Bank
 
NomCos)
 
upon
 
the
 
conclusion
 
of
 
Mr.
 
Georgios
 
Chryssikos’
 
term,
 
Mr.
 
Jawaid
 
Mirza
 
(previous
 
Vice-
Chairperson of
 
HoldCo /
 
Bank NomCoCos)
 
to be
 
appointed in
 
NomCos as member.
 
The
 
Chair’s responsibilities
 
to
be assumed by the most senior
 
iNED present at meetings in the Chair’s absence.
6.5.2
NomCo Meetings
NomCo meets at least twice a year.
 
6.5.3
Attendance to the NomCo meetings
During 2024 the attendance details for
 
the NomCo were
 
as follows:
Company
Meetings
Average ratio of
Directors’ attendance
2024
2023
2024
2023
HoldCo
10
11
98%
100%
Bank
 
10
11
98%
100%
Directors’ individual attendance rates
 
at the NomCo meetings in 2024 were
 
the following:
Name
Eurobank
Holdings
NomCo
Eurobank NomCo
Eligible
to
attend
Attended in
person
(# and %)
Eligible
to
attend
Attended in
person
(# and %)
Irene Rouvitha Panou, NomCo
Chairperson
10
10
100%
10
10
100%
Geroge Zanias, NomCo member
 
since 23.07.2024
4
4
100%
4
4
100%
Jawaid
 
Mirza,
 
NomCo
 
Vice-Chairperson
 
until
 
23.07.2024
 
and
NomCo member since 23.07.2024
10
9
90%
10
9
90%
Rajeev Kakar
10
10
100%
10
10
100%
Burkhard Eckes, NomCo member
 
since 23.07.2024
4
4
100%
4
4
100%
Bradley Paul L. Martin, NomCo member
 
until 23.07.2024
6
6
100%
6
6
100%
It
 
is
 
noted
 
that
 
in
 
2024,
 
Mr.
 
Jawaid
 
Mirza
 
provided
 
representation
 
proxies
 
for
 
their
 
missed
 
meetings
 
in
 
HoldCo/Bank’s
NomCos, leading their overall
 
attendance rate (physical
 
and under representation)
 
at 100% in HoldCo/Bank’s NomCos.
6.5.4
NomCos’ Performance
 
Evaluation
The
 
2024
 
self-evaluation
 
conducted
 
by
 
the
 
NomCos
 
indicates
 
overall
 
satisfaction
 
among
 
its
 
members
 
regarding
 
the
Committees’
 
structured
 
approach,
 
thorough
 
discussions,
 
and
 
balanced
 
composition.
 
NomCos’
 
members
 
believe
 
that
 
the
 
 
 
 
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Committees foster
 
a collaborative
 
and inclusive
 
environment,
 
enabling high
 
levels
 
of participation
 
and open
 
expression of
views. The Chairperson
 
of NomCos is reported to be commendable for
 
her dedication and effective
 
guidance.
 
The
 
evaluation
 
also
 
highlighted
 
opportunities
 
for
 
further
 
enhancement.
 
Areas
 
requiring
 
ongoing
 
focus
 
included
 
senior
executive
 
succession
 
planning
 
and
 
talent
 
retention.
 
The
 
Committee
 
emphasized
 
maintaining
 
leadership
 
continuity
 
and
resilience across
 
the Group.
 
Enhancing diversity also
 
remains a central
 
effort
 
at both the
 
Board and the
 
Management level,
with a focus on attracting
 
candidates with diverse
 
backgrounds, experiences,
 
and perspectives.
6.5.5
NomCos’ Activity in 2024
For 2024, NomCos have
 
amongst others:
Eurobank Holdings
Proposed to the Board
 
of Directors (BoD) for approval
 
the revised NomCo Terms
 
of Reference.
Reviewed the
 
Board and Board Committees' 2023 self-evaluation and the Board’s overall
 
effectiveness assessment
for
 
further
 
update to
 
the Board.
 
Additionally,
 
reviewed
 
and acknowledged
 
the Action
 
Plan for
 
the BoD
 
Evaluation
2023.
Discussed and proposed to the Board for
 
approval the new
 
composition of the Board Committees and other
 
Board
and Board Committees’ matters.
In view of
 
the BoD’s tenure
 
renewal in 2024,
 
reviewed
 
the nomination
 
process and
 
proposed to
 
the Board
 
and the
AGM for approval
 
the new BoD and AC members.
Reviewed and proposed
 
to the Board for
 
approval various governance
 
and nomination policies, including:
o
CEO Succession Planning Policy.
o
Board of Directors Diversity
 
Policy.
o
Key Function Holders
 
Selection and Appointment Policy.
o
Group Governance
 
Policy.
o
External Engagements Policy.
o
Board and Board Committees Evaluation Policy.
o
C-Level Succession Planning Policy.
o
Senior Management Selection and Appointment
 
Policy.
o
Board Nomination Policy
 
(also proposed to the BoD and AGM
 
for approval).
Received an update on the
 
HoldCo Group Organizational
 
Chart.
Proposed to the Board
 
for approval
 
the Internal Governance
 
Control Manual.
Reviewed
 
and
 
proposed
 
to
 
the
 
Audit
 
Committee
 
and
 
the
 
Board
 
for
 
approval
 
the
 
2023
 
Corporate
 
Governance
Statement.
Received quarterly updates on governance
 
-related audit issues.
Discussed various governance
 
-related issues, including:
o
Overview of key
 
ESG rating agencies (with a focus
 
on the "G" element).
o
Compliance Risk Assessment (CRA) related
 
to the Corporate Governance
 
Framework.
o
Review of the Group's
 
Internal Governance
 
Framework.
Reviewed, discussed, and approved
 
(depending on the case) various succession
 
planning issues, including:
o
CEO Succession Plan.
o
C-Level Succession Planning.
o
Succession planning for the
 
Group CRO.
Approved external
 
engagements for Board
 
members.
Reviewed the
 
independence of the Independent Non-Executive
 
Directors.
Reviewed the
 
attendance of Directors at the
 
Board and Board Committees.
Discussed the NomCo Annual Plan for
 
2025.
Eurobank
Proposed to the Board
 
of Directors (BoD) for approval
 
the revised NomCo Terms
 
of Reference.
Reviewed the
 
Board and Board Committees' 2023 self-evaluation and the Board’s overall
 
effectiveness assessment
for
 
further
 
update to
 
the Board.
 
Additionally,
 
reviewed
 
and acknowledged
 
the Action
 
Plan for
 
the BoD
 
Evaluation
2023.
Discussed and proposed to the Board for
 
approval the new
 
composition of the Board Committees and other
 
Board
and Board Committees’ matters.
 
 
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In view of
 
the BoD’s tenure
 
renewal in 2024,
 
reviewed
 
the nomination
 
process and
 
proposed to
 
the Board
 
and the
AGM for approval
 
the new BoD and AC members.
Reviewed and proposed
 
to the Board for
 
approval various governance
 
and nomination policies, including:
o
CEO Succession Planning Policy.
o
Board of Directors Diversity
 
Policy.
o
Key Function Holders
 
Selection and Appointment Policy.
o
Group Governance
 
Policy.
o
External Engagements Policy.
o
Board and Board Committees Evaluation Policy.
o
C-Level Succession Planning Policy.
o
Senior Management Selection and Appointment
 
Policy.
o
Board Nomination Policy.
Reviewed and proposed
 
to the BoD for approval
 
top management changes (General Manager
 
level and above).
Was
 
informed
 
about the
 
organizational
 
chart of
 
Eurobank
 
and the
 
organizational
 
changes of
 
a functional
 
nature
approved by the
 
CEO during the past year.
Proposed to the Board
 
for approval
 
the Internal Governance
 
Control Manual.
Received quarterly updates on governance
 
-related issues.
Discussed various governance
 
-related issues, including:
o
Overview of key
 
ESG rating agencies (with a focus
 
on the "G" element).
o
Compliance Risk Assessment (CRA) related
 
to the Corporate Governance
 
Framework.
o
Review of the Group's
 
Internal Governance
 
Framework.
o
Annual implementation report of the
 
Group Governance
 
Policy by Eurobank’s
 
banking subsidiaries.
Discussed and/or
 
approved
 
various issues
 
regarding significant
 
subsidiaries, including
 
the
 
selection of
 
candidates
as Board members of the
 
Group’s significant subsidiaries.
Received and reviewed
 
the annual updates from the
 
NomCo Chairpersons of the Group’s
 
banking subsidiaries.
Reviewed, discussed, and approved
 
(depending on the case) various succession
 
planning issues, including:
o
CEO Succession Plan.
o
C-Level Succession Planning.
o
Succession planning for the
 
Group CRO.
Approved external
 
engagements for Board members
 
and General Managers/Executive
 
Board (ExBo) members who
are not Board members.
Approved promotions
 
to the Eurobank
 
hierarchical
 
level of General
 
Manager.
Reviewed the
 
independence of the Independent Non-Executive
 
Directors.
Reviewed the
 
attendance of Directors at the
 
Board and its Committees.
Discussed talent development and mobilization
 
practices within Eurobank.
Discussed the NomCo Annual Plan for
 
2025.
6.5.6
Board of Directors Diversity
 
As of 31.12.2024, the representation of the female gender on the Board
 
complied with the provisions of Greek Law, as outlined
in the HoldCo/Bank Board Diversity Policy (please refer to
 
the relevant section in this
 
Statement), which mandates a
 
minimum
25% representation.
 
In cases
 
where
 
the result
 
includes a fraction,
 
the percentage
 
is rounded
 
down to
 
the
 
previous
 
integer.
This
 
confirms
 
that
 
the
 
HoldCo/Bank
 
is
 
successfully
 
meeting
 
its
 
diversity
 
objectives,
 
particularly
 
regarding
 
gender
representation on the
 
Board.
6.5.7
Senior Management Diversity
 
The Bank/HoldCo
 
has taken significant steps
 
to enhance gender diversity
 
and support career
 
growth for
 
women executives,
creating a pipeline of eligible female professionals
 
for the Executive
 
Committee and Board.
A key initiative is the annual C-Level Succession Planning exercise,
 
which aims to improve the underrepresented
 
gender ratio
in
 
the
 
successors’
 
pool.
 
In
 
the
 
2024
 
succession
 
planning
 
exercise,
 
29%
 
of
 
the
 
total
 
successors’
 
pool
 
were
 
women,
demonstrating a strong commitment
 
to gender diversity at senior levels.
Additionally,
 
the Bank
 
actively participates
 
in initiatives
 
such as
 
"The
 
Boardroom"
 
in Greece,
 
which supports
 
senior female
leaders
 
aspiring
 
to
 
become
 
Board
 
members
 
in
 
major
 
organizations.
 
By
 
sponsoring
 
such
 
initiatives,
 
the
 
Bank
 
encourages
employees and clients to pursue leadership roles.
 
 
 
 
 
 
 
 
 
 
 
 
 
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The Bank
 
has also launched
 
the third
 
season of the
 
Women
 
in Banking (WiB)
 
programme,
 
following
 
the successful
 
previous
seasons.
 
WiB
 
is
 
a
 
talent
 
programme
 
designed
 
to
 
empower
 
women
 
within
 
Eurobank,
 
helping
 
them
 
advance
 
to
 
higher
leadership
 
roles,
 
drive
 
transformative
 
change,
 
and advocate
 
for
 
an inclusive
 
work
 
environment.
 
The
 
collaboration
 
among
participants from the
 
first, second, and third seasons, with
 
200 mentors and mentees, has created
 
a strong WiB Community
within Eurobank.
The
 
Bank’s
 
Human
 
Resources
 
unit
 
continues
 
to
 
explore
 
additional
 
measures
 
to
 
enhance
 
diversity
 
at
 
senior
 
management
levels within the
 
Bank/HoldCo. In 2024, Eurobank
 
introduced:
C-1
 
succession
 
planning,
 
complementing
 
C-Level
 
succession
 
planning,
 
focusing
 
on key
 
roles
 
reporting
 
to General
Managers and BU Management teams, while also emphasizing gender diversity.
As
 
part
 
of
 
its
 
ESG
 
Strategy,
 
a
 
DE&I
 
awareness
 
training
 
programme
 
for
 
all
 
managers
 
in
 
the
 
Bank
 
to
 
reinforce
inclusivity.
6.6
Board Digital & Transformation
 
Committee
 
The
 
Bank’s Board
 
Digital &
 
Transformation
 
Committee (BDTC)
 
is a
 
consultative
 
body that
 
reviews
 
proposals
 
and gives
 
its
strategic advice and guidance on
 
such proposals related to
 
the Group’s digital, innovation, transformation and cybersecurity,
in
 
order
 
to
 
contribute
 
in
 
achieving
 
the
 
vision
 
and
 
strategic
 
goals
 
of
 
the
 
Bank.
 
The
 
BDTC,
 
in
 
carrying
 
out
 
its
 
duties,
 
is
accountable to the Bank Board.
6.6.1
BDTC Membership / Chairmanship
The BDTC consists of five (5) Directors of whom one
 
(1) executive and (4) independent
 
non-executives.
 
The BDTC composition
is outlined below:
BDTC Chairperson:
Alice Gregoriadi,
Non-Executive Independent Director of the
 
Board
Members:
Cinzia Basile,
 
Non-Executive Independent Director of the
 
Board
John Arthur Hollows,
Non-Executive Independent Director of the
 
Board
Evangelos Kotsovinos,
Non-Executive Independent Director of the
 
Board
Stavros Ioannou,
Executive Director of the
 
Board
It
 
is
 
noted
 
that
 
during
 
2024
 
and
 
following
 
Bank
 
NomCo’s
 
recommendations
 
for
 
the
 
recomposition
 
of
 
the
 
Bank’s
 
BoD
Committees,
 
the
 
Bank’s BoD
 
decided
 
on 30.05.2024,
 
28.06.2024 and
 
23.07.2024
 
a) to
 
appoint Ms.
 
Cinzia
 
Basile as
 
new
BDTC’s member,
 
in replacement
 
of Mr.
 
Jawaid Mirza (previous
 
BDTC’s
 
member), b)
 
to appoint Mr.
 
Evangelos Kotsovinos
 
as
new BDTC’s
 
member,
 
in replacement
 
of Rajeev
 
Kakar (previous
 
BDTC’s
 
Vice Chairperson)
 
and c) the
 
Vice Chair’s
 
role
 
to be
discontinued on the BoD and certain committees (including BDTC)
 
upon the conclusion of Mr. Georgios
 
Chryssikos’ term and
The Chair’s responsibilities to be assumed by the
 
most senior independent non-executive director present at meetings in the
Chair’s absence.
6.6.2
BDTC Meetings
BDTC meets at least twice
 
a year and as each time required, also considering that
 
the annually held Strategy
 
Away Day is a
forum
 
in
 
which
 
relevant
 
digital
 
and
 
transformation
 
strategic
 
matters
 
are
 
also
 
discussed,
 
while
 
minutes
 
are
 
kept
 
for
 
all
meetings.
 
6.6.3
BDTC Attendance Rate
During
 
2024,
 
BDTC
 
held
 
four
 
(4)
 
meetings
 
and
 
the
 
ratio
 
of
 
attendance
 
was
 
100%
 
(vs.
 
three
 
(3)
 
meetings
 
with
 
ratio
 
of
attendance was 94% in 2023).
8
Bank BDTC Terms
 
of Reference may be found at the Bank websites (
www.eurobank.gr
).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The Directors’
 
individual attendance rates at the
 
BDTC meetings in 2023
 
were the
 
following:
Name
Eurobank ‘s BDTC
Eligible to
attend
Attended in
person
(# and %)
Alice Gregoriadi,
BDTC Chairperson
4
4
100%
 
John Arthur Hollows,
BDTC member
4
4
100%
Cinzia Basile,
BDTC member
 
since 23.07.2024
1
1
100%
Evangelos
 
Kotsovinos,
 
BDTC
 
member
 
since
23.07.2024
 
1
1
100%
Stavros Ioannou,
BDTC member
4
4
100%
 
Rajeev
 
Kakar,
BDTC
 
Vice
 
Chairperson
 
until
23.07.2024
3
3
100%
 
Jawaid Mirza
 
BDTC member
 
until 23.07.2024
3
3
100%
6.6.4
BDTC Performance
 
Evaluation
The
 
2024 evaluation
 
of the
 
BDTC
 
highlights opportunities
 
to enhance
 
its effectiveness.
 
While the
 
Committee has provided
valuable
 
insights,
 
feedback
 
suggests
 
a
 
need
 
for
 
more
 
outcome-driven
 
discussions
 
and
 
a
 
stronger
 
focus
 
on
 
high-impact
initiatives.
 
Non-committee
 
members
 
emphasized
 
the
 
importance
 
of
 
fostering
 
dynamic
 
exchanges
 
on
 
emerging
 
digital
opportunities, while some Committee members noted areas
 
for improvement in strategic focus,
 
leadership engagement, and
meeting structures, particularly regarding
 
major projects.
To strengthen
 
its impact, aligning the
 
Committee’s activities more
 
closely with Eurobank’s
 
digital transformation
 
objectives
is essential,
 
supported by
 
a phased
 
strategy
 
and clear
 
deliverables.
 
Members highlighted
 
the
 
importance of
 
leveraging
 
AI
and data
 
to drive
 
innovation,
 
enhance efficiency,
 
and improve
 
customer experience
 
while ensuring robust
 
governance
 
and
ethical AI use. Structural refinements, including more focused discussions and streamlined agendas, were also recommended
to enhance the Committee’s
 
effectiveness.
6.6.5
BDTC’s Activity in 2024
In 2024,
 
the BDTC
 
proposed its
 
Terms
 
of Reference
 
(ToR)
 
for
 
BoD approval.
 
Throughout
 
the year,
 
the Committee
 
reviewed
updates on the Eurobank
 
Transformation
 
and the Digital Key Performance
 
Indicators (KPIs) Dashboard.
Additionally,
 
the
 
Committee
 
examined
 
the
 
status
 
of
 
Generative
 
AI,
 
the
 
Core
 
Banking
 
System
 
in
 
Eurobank,
 
and
 
new
collaboration
 
and
 
communication
 
tools.
 
It
 
was
 
also
 
updated
 
on
 
International
 
Technology
 
/
 
Digital
 
Initiatives
 
in
 
new
geographies,
 
toured
 
Eurobank’s
 
new
 
premises
 
in
 
Nea
 
Ionia
 
(Campus
 
Project),
 
and
 
noted
 
progress
 
on
 
innovation
 
and
customer experience
 
initiatives.
7
Management Committees
As there is neither a regulatory requirement
 
nor a business necessity, the CEO has not established committees at the HoldCo
level.
At the Bank level, however,
 
the CEO establishes committees as needed to
 
assist in fulfilling his duties
 
and responsibilities. The
most
 
significant
 
committees
 
include
 
the
 
Executive
 
Board,
 
the
 
Strategic
 
Planning
 
Committee,
 
the
 
Management
 
Risk
Committee, the Group Asset and Liability Committee, the Central Credit Committees (I & II), the Troubled
 
Assets Committee,
the Products and Services
 
Committee (PSC), and the Environmental,
 
Social & Governance
 
(ESG) Management Committee.
7.1
Management Committees’ Policy
The
 
Bank
 
has
 
implemented
 
the
 
Management
 
Committees’
 
Policy,
 
which
 
defines
 
the
 
framework
 
and
 
general
 
principles
governing
 
the
 
establishment,
 
dissolution,
 
and
 
operation
 
of
 
a
 
Management
 
Committee
 
(MCo).
 
This
 
policy
 
aligns
 
with
international
 
corporate
 
governance
 
best practices
 
and regulatory
 
requirements,
 
where
 
applicable.
 
It
 
also establishes
 
the
minimum requirements for
 
each MCo’s Terms
 
of Reference (ToR).
According to the Management Committees’
 
Policy:
The
 
establishment
 
of
 
each
 
MCo
 
is
 
formally
 
announced
 
through
 
a
 
Management
 
Act,
 
which
 
clearly
 
defines
 
the
purpose, composition,
 
and Chairperson
 
of the
 
Committee. This
 
Management Act
 
is signed
 
by the
 
CEO and, where
applicable, by the responsible
 
Deputy CEO or General Manager.
The
 
MCo’s
 
ToR
 
are
 
approved
 
by
 
the
 
CEO
 
and
 
define,
 
among
 
other
 
aspects,
 
the
 
modus
 
operandi,
 
including
 
the
frequency
 
of
 
meetings,
 
quorum
 
requirements,
 
and
 
decision-making
 
process.
 
The
 
ToR
 
are
 
reviewed
 
regularly
 
and
revised as needed, with any updates also re
 
quiring the CEO’s approval.
 
 
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Individuals who
 
are not
 
MCo members
 
or the
 
MCo Secretary—such
 
as Board
 
members,
 
Bank or
 
Group subsidiary
officers, or external auditors/consultants—may be invited to attend all
 
or part of an
 
MCo meeting, depending on the
topics under discussion. These individuals do not have voting rights, and their attendance is determined by the MCo
Chairperson.
The
 
MCo
 
Secretary,
 
appointed
 
when
 
the
 
MCo
 
is
 
established
 
and
 
stated
 
in
 
the
 
Management
 
Act,
 
supports
 
the
Chairperson in ensuring
 
the effective
 
operation
 
of the
 
MCo. The
 
Secretary’s responsibilities
 
include maintaining an
annual
 
meeting
 
calendar,
 
coordinating
 
logistics,
 
recording
 
attendance,
 
ensuring
 
quorum
 
requirements
 
are
 
met,
documenting meeting minutes and resolutions, and issuing extracts of decisions. Additionally,
 
the Secretary notifies
responsible managers about relevant discussions
 
or actions required.
Each MCo
 
is required
 
to define
 
evaluation
 
criteria based
 
on its
 
ToR
 
and to
 
assess its
 
performance
 
annually.
 
If the
Chairperson
 
identifies
 
concerns
 
related
 
to
 
the
 
scope
 
or
 
functioning
 
of
 
the
 
MCo,
 
an
 
earlier
 
evaluation
 
may
 
be
conducted.
The CEO
 
has the discretion
 
to dissolve
 
an MCo at any
 
time, with
 
the dissolution
 
formally communicated
 
through a
Management Act.
7.2
Executive Board (ExBo)
7.2.1
CVs of ExBo members (other
 
than BoD members)
The composition of the Executive Board (ExBo), excluding the Executive Members of the Board of Directors who are also ExBo
members, is summarized
 
below.
 
The CVs
 
of Mr.
 
F.
 
Karavias (CEO),
 
Mr. S. Ioannou
 
(Deputy CEO), and Mr.
 
K. Vassiliou
 
(Deputy
CEO) are presented in
 
the Board of Directors section. Short
 
biographical details of the remaining ExBo
 
members are provided
below.
Christos Adam-General Manager,
 
Group Risk Management, Group
 
Chief Risk Officer (Group
 
CRO)
-
Year of birth: 1958
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 287,792
Mr.
 
Adam has
 
been
 
Group
 
CRO
 
since
 
November
 
2013
 
and he
 
has
 
served
 
within
 
the
 
Eurobank
 
Group
 
as Deputy
 
General
Manager
 
(2005-2013),
 
Head
 
of
 
Group
 
Credit
 
Control
 
Sector
 
(1998-2013)
 
and
 
Senior
 
Account
 
Officer
 
&
 
Senior
 
Manager,
Corporate Division (1990-1997). In the
 
past Mr. Adam worked
 
in ANZ Grindlays Greek Branch, he had the position of Account
Manager in the Corporate
 
Division.
He
 
holds
 
an
 
MBA
 
in
 
Finance
 
from
 
the
 
University
 
of
 
Michigan,
 
Ann
 
Arbor,
 
USA,
 
with
 
full
 
scholarship
 
from
 
the
 
Fulbright
Foundation and a Degree
 
in Economics with Honors from the School
 
of Economics & Political Sciences, University
 
of Athens.
Thanasis Athanasopoulos-General
 
Manager Group Compliance, Group
 
Chief Compliance Officer
-
Year of birth: 1973
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 313,087
In the
 
past, Mr.
 
Athanasopoulos has served
 
as Chief Audit
 
Executive of
 
the Alpha
 
Bank Group
 
and Vice
 
President -
 
Audit &
Risk Review of the Mellon Financial Corporation.
He
 
holds
 
a BSc,
 
Business Administration
 
from
 
the
 
Athens
 
University
 
of Economics
 
and
 
Business,
 
a MSc,
 
Banking from
 
the
University of Reading, a
 
MSc, Economic History
 
from the London School of
 
Economics and he is
 
certified as a Fellow Chartered
Accountant of ICAEW,
 
as a Fellow of the
 
International Compliance Association
 
and a Certified Director (IDP) by INSEAD.
Iakovos Giannaklis-Deputy
 
Chief Executive Officer,
 
Head of Retail & Digital Banking of Eurobank
 
SA
-
Year of birth: 1971
-
Nationality: Hellenic
-
Number of shares in Eurobank
 
Holdings: 217,592
He is also
 
the Vice-Chairman in the Board of Directors of
 
Worldline Merchant Acquiring Greece S.A. In the past, Mr. Giannaklis
held
 
BoD
 
positions
 
in
 
the
 
following
 
entities
 
of Eurobank
 
Group:
 
Eurobank
 
FPS
 
Loans
 
and Credits
 
Claim
 
Management
 
SA
(2018-2019),
 
Eurobank
 
Household
 
Lending
 
Services
 
SA
 
(2016-2018),
 
Eurobank
 
Asset
 
Management
 
MFMC
 
(2014-2017)
 
and
Eurobank Business Services (2009-2017). He
 
also held the following posts
 
in Eurobank: Head of
 
Retail Banking General Division
(2016-2023),
 
Head
 
of
 
Branch
 
Network
 
General
 
Division
 
(2014-2016),
 
Head
 
of
 
Branch
 
Network
 
Commercial
 
Development
Sector (2014), and Head of Branch Network Sector (2009-2014).
He has also been
 
a member
 
of the
 
BoDs of Eurolife
 
FFH Group
 
Holdings, General
 
Insurance and
 
Life Insurance
 
(2021-2023).
Mr Giannaklis also
 
served as Group Deputy General Manager, Retail and
 
Digital, Growth and Transformation in Bank Muscat,
Oman (2023)
 
 
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He holds
 
an MBA from
 
the
 
University of
 
Indianapolis, USA
 
and a BA
 
in Business
 
Administration,
 
from the
 
City University
 
of
Seattle, USA.
Tasos Ioannidis-General
 
Manager Markets,
 
Eurobank SA
-
Year of birth: 1968
-
Nationality: Hellenic
 
-
Number of shares in Eurobank
 
Holdings: 311,015
 
In the
 
past Mr.
 
Ioannidis has
 
served
 
as General
 
Manager,
 
Head of
 
Markets
 
& Asset
 
Management (July
 
2019 -
 
June 2024),
General
 
Manager,
 
Head of
 
Global
 
Markets
 
& Treasury
 
(April 2015
 
- July
 
2019), Deputy
 
General
 
Manager,
 
Head of
 
Global
Markets
 
& Treasury
 
(October
 
2013 -
 
March 2015),
 
Deputy General
 
Manager,
 
Group
 
Treasurer
 
(April 2009
 
- October
 
2013),
Deputy General
 
Manager,
 
Group Head
 
of Trading
 
(March 2007
 
- April
 
2009).
 
He has also
 
served
 
Member of
 
the BoD,
 
ERB
Hellas PLC (August 2006 - June 2022), Member of the BoD, ERB Hellas Ltd (Cayman Islands) (August 2006
 
- December 2022),
as Member
 
of the
 
BoD, Eurobank
 
Asset Management
 
MFMC (May 2015
 
- September
 
2017), Chairman of
 
the BoD,
 
Eurobank
ERB MFMC,
 
former
 
TT ELTA
 
MFMC (February
 
2014 -
 
September
 
2015), Member
 
of the
 
BoD, Global
 
Asset Management
 
SA
(June 2006 - December 2009), and Member
 
of the BoD, Portfolio
 
Investment SA (June 2002 - April 2003).
He holds
 
a MSc
 
in Shipping,
 
Trade
 
and Finance
 
from
 
Cass Business
 
School,
 
London, UK
 
and a
 
BSc,
 
School
 
of Mechanical
Engineering from the
 
National Technical
 
University of Athens.
Apostolos Kazakos-General
 
Manager, Group
 
Strategy,
 
Eurobank SA
-
Year of birth: 1972
-
Nationality: Hellenic
 
-
Number of shares in Eurobank
 
Holdings: 269,681
 
Mr.
 
Kazakos has
 
also served
 
as CEO of
 
Eurobank Telesis
 
Finance,Deputy CEO
 
of Eurobank
 
Equities, the
 
investment banking
and brokerage
 
arm of
 
Eurobank
 
Group
 
(May 2010
 
– August
 
2013), Assistant
 
General
 
Manager,
 
Head of
 
Group
 
Strategy
 
&
Investment Relations,
 
National Bank
 
of Greece
 
(August 2014 –
 
March 2015),
 
General
 
Manager and Head
 
of the
 
Investment
Banking,
 
Restructuring
 
& Capital
 
Investment
 
Division,
 
General
 
Bank, Piraeus
 
Group
 
(September
 
2013
 
 
July
 
2014), Senior
Executive and eventually
 
Head of the Investment
 
Banking Division,
 
Eurobank Equities
 
and Telesis
 
Bank (January 1998 – May
2010).
He holds an MSc in International Securities, Investment and Banking, International Securities Market Association (ISMA) from
the
 
University
 
of
 
Reading,
 
UK
 
and
 
a
 
Degree
 
in
 
Accounting,
 
Faculty
 
of
 
Administration
 
&
 
Finance
 
from
 
the
 
International
University of Greece.
Harris Kokologiannis
 
-General Manager,
 
Group Finance, Group
 
Chief Financial Officer (Group
 
CFO), Eurobank SA
-
Year of birth: 1967
-
Nationality: Hellenic
 
-
Number of shares in Eurobank
 
Holdings: 287,215
Mr. Kokologiannis
 
joined Eurobank
 
in January 2008
 
as Head of Group
 
Finance and Control
 
until his appointment
 
as Group
CFO in July 2013.
 
He has
 
served
 
as Audit
 
Supervisor,
 
Deloitte (Tax,
 
Audit, Management
 
Consultant), Group
 
CFO (Lafarge
 
Cement
 
- Heracles
General Cement Company),
 
Director of Finance and Control
 
(L’Oreal
 
Hellas), Group Financial Manager (PLIAS Group).
He is a Chartered
 
Accountant in UK,
 
member of
 
the Chartered
 
Institute of Management
 
Accountant (C.I.M.A.),
 
UK. He holds
an
 
MBA
 
from
 
the
 
University
 
of
 
Warwick
 
(UK)
 
and
 
a
 
BA
 
in
 
Business
 
Management
 
and
 
Organization
 
from
 
the
 
School
 
of
Economics and Business Science (ASOEE).
 
Michalis
 
Louis-Chief
 
Executive
 
Officer
 
(CEO)
 
&
 
Executive
 
Board
 
Member
 
of
 
Hellenic
 
Bank
 
Public
 
Company
 
Limited
 
&
Executive Committee Member of Eurobank
 
S.A.
-
Year of birth: 1962
-
Nationality: Cypriot
-
Number of shares in Eurobank
 
Holdings: 391,402
Mr.
 
Louis has
 
also served
 
as Head
 
of International
 
Activities General
 
Division (2014-2024)
 
& Group
 
Private Banking
 
(2019-
2024), CEO of Eurobank
 
Cyprus Ltd (2007-2024), Member of
 
the BoD of Eurobank
 
Private Bank Luxembourg
 
SA (2014-2024)
and Member of the Supervisory Board
 
(SB) of Eurobank Bulgaria AD (2015-2024).
Additionally,
 
he
 
was
 
a
 
Member
 
of
 
various
 
Committees
 
within
 
Eurobank
 
Group
 
and
 
served
 
on
 
the
 
Boards
 
of
 
multiple
subsidiaries abroad owned by
 
Eurobank Group.
Earlier
 
in
 
his
 
career,
 
he
 
held
 
Senior
 
Management
 
roles
 
at
 
Laiki
 
Bank
 
of
 
Cyprus
 
and
 
at
 
an
 
HSBC
 
subsidiary
 
in
 
New
 
York,
specializing in Corporate Finance.
 
 
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He holds a B.A in Accounting Studies from Ealing College, London, and an M.Sc. in Corporate
 
Finance & Accounting from the
London School of Economics.
Natassa Paschali-General Manager,
 
Group Human Resources General
 
Division, (Group CHRO),
 
Eurobank SA
-
Year of birth: 1972
-
Nationality: Greek
-
Number of shares in Eurobank
 
Holdings: 130,859
Mrs.
 
Paschali
 
is
 
the
 
Group
 
Chief
 
Resources
 
Officer
 
(Group
 
CHRO),
 
since
 
June
 
2018.In
 
the
 
past
 
she
 
has
 
served
 
within
 
the
Eurobank Group as Head of People Engagement (January 2017
 
– June 2018), Head
 
of HR, Eurobank Private Bank Luxembourg
SA (parallel assignment), Luxembourg (May 2014
 
– May 2017),
 
Head of HR
 
Line Management, Wholesale Banking (2008-2016).
 
She also
 
held positions
 
in Citigroup
 
-
 
Citibank International
 
Plc as
 
Head of
 
HR –
 
Vice President,
 
Global Corporate
and Investment
 
Banking Group,
 
(July 2006
 
– June
 
2008) and
 
Head of
 
Training
 
& Development
 
– Assistant
 
Vice
 
President,
Consumer Banking Group, (February
 
2004 – July 2006)
She
 
holds
 
a
 
MSc
 
in
 
Industrial
 
Relations
 
and
 
Personnel
 
Management
 
from
 
the
 
London
 
School
 
of
 
Economics
 
and
 
Political
Science (1995-1996)
 
and a BA in English
 
Language and Literature
 
from the
 
University of
 
Athens, School
 
of Philosophy (1991-
1995).
Ioannis Serafeimidis-General
 
Manager, Retail Banking Strategy
 
& Growth, Chief Retail
 
Growth Officer,
 
Eurobank SA
-
Year of birth: 1973
-
Nationality: Hellenic
 
-
Number of shares in Eurobank
 
Holdings:
214,271
Mr Serafimidis
 
is also a
 
Non-Executive member
 
of the
 
BoDs in, Eurolife
 
FFH Insurance
 
Group Holdings
 
SA (since
 
July 2023),
Eurolife FFH Life
 
Insurance SA (since July 2023) and Eurolife
 
FFH General Insurance
 
SA (since July 2023).
In the past Mr. Serafeimidis
 
has served as Head of Retail Banking Channels, General
 
Manager
 
(2023-2024), Head of Branch
Network, General
 
Manager (2019-2023),
 
Executive Director
 
and Head
 
of Retail
 
Banking, Postbank,
 
Sofia (2014-2019),
 
Head
of Branch
 
Network, Postbank,
 
Sofia (2011-2014),
 
Senior Executive
 
Manager and
 
Head of
 
Small Business
 
Banking, Bancpost,
Bucharest (2008-2011), as well as other significant posts in Eurobank’s Branch Network, which he joined in 2002 after a 4 year
incumbency in KPMG Management Consulting in Athens.
He holds an MSc in
 
International Relations from London School of Economics (UK) and
 
a BSc in Economics
 
from the University
College London (UK).
Mrs. Veronique
 
Karalis,
 
Deputy Group
 
Company Secretary,
 
serves
 
as the
 
Secretary
 
of the
 
ExBo and
 
reports
 
to the
 
Group
Company Secretariat.
The ExBo manages the
 
implementation of Group’s
 
strategy in line with the
 
Board’s guidance.
 
The ExBo meets on a weekly
 
basis or ad hoc when necessary.
 
The
 
ExBo
 
is
 
in
 
quorum
 
and
 
meets
 
validly
 
when
 
half
 
of
 
its
 
members
 
plus
 
one
 
are
 
present
 
or
 
represented
 
and
 
either
 
the
Chairperson or the longest-serving Deputy
 
CEO (if chairing)
 
is present. In
 
determining the number of members
 
for the quorum,
fractions, if any,
 
shall not be counted. The ExBo resolutions
 
require a majority vote.
 
The ExBo’s key
 
tasks and responsibilities are to:
manage the implementation
 
of the Group’s
 
strategy, in line
 
with the BoD’s guidance
draw up the annual budget and the
 
business plan
approve
 
issues
 
concerning
 
the
 
Group’s
 
strategic
 
choices
 
(e.g.
 
partnerships,
 
share
 
capital
 
increase,
 
issuing
convertibles
 
and/or
 
launching
 
debt
 
issuance
 
programs,
 
mergers,
 
acquisitions
 
or
 
disposals,
 
the
 
formation
 
of
 
joint
ventures, creation
 
or dissolution of special purpose vehicles,
 
dividend distribution and all other
 
investments or non-
material disinvestments
 
by the
 
Group etc.), ensuring
 
these being in
 
line with the
 
approved
 
Group’s
 
strategy,
 
if the
issue under discussion is less than or equal to €40 million. In case though:
 
a.
the issue under discussion exceeds
 
€ 40 million,
b.
a decision of the Board is obligatory
 
by Law or by the Bank’s contractual
 
commitments,
c.
it is deemed necessary
 
by the
 
SPC, taking into account the
 
complexity and nature
 
of the strategic
 
choices
under discussion, the issues concerning
 
the Group’s
 
strategic choices are
 
approved by the
 
Board following
a relevant proposal by the
 
SPC (as per its Terms
 
of Reference)
monitor the
 
performance
 
of each business
 
unit and country
 
against budget and ensure
 
corrective
 
measures are
 
in
place wherever
 
required
decide on
 
all major
 
Group’s
 
initiatives
 
aiming
 
at transforming
 
the
 
business and
 
operating
 
model, enhancing
 
the
operating efficiency
 
and cost rationalization,
 
improving organizational
 
and business structure
ensure that adequate systems of internal controls
 
are properly
 
maintained
 
 
 
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review and approve
 
Bank’s Policies
 
and other governance
 
documents
 
that are related to its responsibilities and/or
are of critical importance to the
 
Bank,
 
review the
 
performance
 
of any Committee and /or individuals
 
to whom it has delegated
 
part of its responsibilities,
as approved
ensure adequacy of Resolution Planning governance,
 
processes and systems
 
hire and retain external consulting firms and approve
 
their compensation and terms
 
of engagement in accordance
with Bank’s policies and procedures
hire
 
and
 
retain
 
investment
 
banking
 
advisors,
 
and
 
approve
 
their
 
compensation
 
and
 
terms
 
of
 
engagement,
 
in
accordance with Bank’s policies and procedures,
 
where applicable
By
 
the
 
date
 
of
 
issuance
 
of
 
the
 
2024
 
Corporate
 
Governance
 
Statement,
 
ExBo’s
 
self-evaluation
 
for
 
2024
 
was
 
in
 
progress.
According
 
to ExBo’s
 
self-evaluation
 
for
 
2023,
 
it was
 
determined
 
that
 
its overall
 
performance
 
remained
 
strong
 
in all
 
areas
with a slight
 
decrease vs. last
 
year. Members of ExBo discussed
 
the following considerations: i) number of items
 
in the agendas
being excessive,
 
ii) Meetings’
 
agenda being
 
more
 
focused
 
on regulatory
 
and operational
 
and less
 
strategic
 
and business
oriented and iii) supporting material being lengthy and the
 
necessity of an executive summary.
7.3
Strategic Planning Committee
The primary purpose of the SPC is to support Management in planning, developing,
 
and implementing the Group’s
 
strategy.
Additionally,
 
the
 
SPC
 
is
 
responsible
 
for
 
recommending
 
certain
 
strategic
 
initiatives
 
to
 
the
 
Board
 
for
 
consideration
 
and
approval.
The key tasks and responsibilities
 
of the SPC are:
To
 
ensure
 
that
 
the
 
Group
 
establishes
 
a
 
well-defined,
 
planned
 
medium-term
 
strategy
 
aligned
 
with
 
the
 
Board’s
guidance and the approved
 
business plan.
To
 
review
 
the
 
key objectives
 
and goals
 
within the
 
framework
 
established by
 
the
 
Executive
 
Board’s annual
 
budget
and business plan, as well as major business initiatives, prior
 
to their submission for Board
 
approval.
To
 
review,
 
analyze,
 
and
 
deliberate
 
on
 
issues
 
concerning
 
the
 
Group’s
 
strategic
 
choices—such
 
as
 
strategic
partnerships,
 
capital
 
increases,
 
issuance
 
of
 
convertible
 
or
 
debt
 
instruments,
 
mergers/demergers,
 
acquisitions
 
or
disposals, joint ventures,
 
creation or dissolution
 
of special purpose vehicles, dividend distributions,
 
and other
 
major
investments or divestments—ensuring alignment with the approved
 
Group strategy.
 
The SPC will formulate relevant
proposals to the Board
 
if:
a)
The matter under discussion exceeds €40
 
million, while lower amounts
 
are approved by the Executive Board.
b)
A decision by the Board
 
is required by law or by the
 
Bank’s contractual commitments.
c)
The
 
SPC
 
deems Board
 
consideration
 
necessary
 
due to
 
the
 
complexity or
 
nature
 
of the
 
strategic
 
choices
under discussion.
To
 
submit proposals
 
to the
 
Board
 
for
 
approval
 
concerning
 
the
 
strategy
 
and budget
 
of the
 
property
 
portfolio,
 
as
outlined in the Service
 
Level Agreement
 
between Eurobank and Grivalia Management
 
Company.
To
 
submit
 
proposals
 
to
 
the
 
Board
 
for
 
approval
 
concerning
 
the
 
acquisition
 
or
 
disposal
 
of
 
assets,
 
excluding
repossessed
 
assets
 
(as
 
defined
 
in
 
the
 
Service
 
Level
 
Agreement
 
between
 
Eurobank
 
and
 
Grivalia
 
Management
Company), with a book value exceeding €10 million.
To
 
submit
 
proposals
 
to
 
the
 
Board
 
for
 
approval
 
regarding
 
the
 
disposal
 
of
 
repossessed
 
assets,
 
as
 
defined
 
in
 
the
Service Level Agreement between Eurobank and Grivalia Management Company, with a
 
gross book value exceeding
€20 million.
To
 
maintain
 
and
 
implement
 
all
 
necessary
 
measures
 
for
 
regulatory
 
and
 
internal
 
capital
 
management,
 
ensuring
sufficient
 
coverage
 
for
 
all
 
risk
 
types,
 
including
 
strategic,
 
reputational,
 
and
 
other
 
non-quantifiable
 
risks,
 
to
consistently meet capital requirements
 
.
 
To review
 
and assess all major Group initiatives aimed at
 
transforming the
 
business and operating model.
 
To regularly
 
monitor the Group's strategic
 
and key performance
 
indicators, including a segmental perspective.
 
To review
 
and, when necessary, make recommendations
 
to the Board on any other matters
 
of strategic significance
to the Group.
The SPC meets on a weekly
 
basis or ad hoc, when necessary.
 
The
 
SPC is
 
in quorum
 
and meets
 
validly when
 
a) half
 
of its
 
members
 
plus one
 
are present
 
(fractions
 
are excluded
 
from the
computation),
 
provided
 
that
 
at least
 
three
 
members
 
are present
 
and b)
 
SPC’s Chairperson
 
or the
 
longest serving
 
Deputy
CEO in attendance,
 
entitled to chair the Committee, is present.
 
Decisions are passed by majority vote. In
 
case of a tie of votes, SPC’s Chairperson has the casting vote.
 
If SPC’s Chairperson
is absent, the longest serving Deputy CEO in attendance,
 
entitled to chair the Committee, has the casting vote.
 
9
Information regarding current composition and short biographical details of its members may be found at the Bank’s website (www.eurobank.gr).
 
 
 
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By
 
the
 
date
 
of
 
issuance
 
of
 
the
 
2024
 
Corporate
 
Governance
 
Statement,
 
SPC’s
 
self-evaluation
 
for
 
2024
 
was
 
in
 
progress.
According
 
to
 
SPC’s
 
self-evaluation
 
for
 
2023,
 
it was
 
determined
 
that
 
its
 
overall
 
performance
 
and
 
all
 
the
 
specific
 
areas
 
of
evaluation
 
i.e. the
 
profile and
 
composition, the
 
organization
 
and administration
 
and the
 
key tasks
 
and responsibilities,
 
are
strong.
 
7.4
Management Risk Committee
The main responsibility of the MRC is to oversee
 
the risk management framework
 
of Eurobank S.A. (“the
 
Bank”). As part of its
responsibility,
 
the
 
MRC
 
facilitates
 
reporting
 
to
 
the
 
BRC
 
on
 
the
 
range
 
of
 
risk-related
 
topics
 
under
 
its
 
purview.
 
The
 
MRC
proactively
 
supports the
 
Group
 
CRO to
 
identify material
 
risks, in
 
addition
 
to those
 
identified independently
 
by the
 
Group
CRO and the
 
Group Risk
 
Management General
 
Division, and to
 
promptly escalate
 
them to
 
the BRC
 
and assists the
 
Group
CRO
 
in
 
ensuring
 
that
 
the
 
necessary
 
policies
 
and
 
procedures
 
are
 
in
 
place
 
to
 
prudently
 
manage
 
risk
 
and
 
to
 
comply
 
with
regulatory requirements.
 
As part of its responsibility, the
 
MRC, facilitates reporting to the
 
BRC on the range of risk-related
 
topics under its purview.
The
 
MRC understands
 
and evaluates
 
risks, addresses
 
issues, promotes
 
the
 
implementation
 
of risk
 
policies
 
and informs
 
the
BRC
 
of
 
the
 
Group’s
 
risk
 
profile.
 
Furthermore,
 
the
 
MRC
 
assists
 
the
 
BRC
 
in
 
defining
 
risk
 
management
 
principles
 
and
methodologies, thereby ensuring that the Group’s risk management framework contains processes for identifying,
 
measuring,
monitoring, mitigating and reporting the current
 
risk profile against its risk appetite, limits and performance
 
targets.
 
Specific responsibilities performed
 
by the MRC are relevant
 
to the following
 
areas:
Alignment of Business Plan with Risk Appetite
 
Provisioning
Risk monitoring, reporting and remediation
Stress Testing Programme
Regulatory required Stress Tests
 
(EBA / ECB)
Group ICAAP and ILAAP
Group Recovery
 
Plan
Internal Model approval, results
 
monitoring and reporting
BCBS 239 – Risk Data Aggregation and Risk Reporting (RDARR)
Resolution Planning
Reporting
Significant Risk Transfer
 
(SRT)
The
 
MRC achieves
 
quorum when
 
at least
 
five of
 
its members,
 
including the
 
Chairman, are
 
present. Selected
 
attendees can
be invited to the
 
MRC meetings, when
 
the topics
 
for discussion
 
fall under
 
their remit
 
or they
 
have the
 
requisite expertise
 
to
constructively participate. The
 
finalized minutes are distributed to the MRC and BRC members.
 
By the date
 
of issuance of the
 
2024 Corporate
 
Governance
 
Statement, MRC’s self-evaluation
 
for 2024
 
was in progress.
 
For
2023, it was determined that its overall
 
performance and all the
 
specific areas of evaluation i.e. the profile
 
and composition,
the organization
 
and administration and
 
the key
 
tasks and responsibilities, are
 
strong. Members reviewed
 
key points raised
by the
 
self-assessment exercise,
 
noting that
 
the main
 
issues concern
 
members’
 
attendance and participation,
 
the length
 
of
the
 
meeting
 
and
 
the
 
agenda
 
as
 
well
 
as
 
the
 
timely
 
submissions.
 
Members
 
exchanged
 
opinions
 
on
 
how
 
to
 
improve
 
the
committee
 
and
 
agreed
 
on
 
the
 
need
 
to
 
educate
 
the
 
presenters
 
to
 
be
 
short
 
and
 
concise
 
so
 
as
 
to
 
allow
 
more
 
time
 
for
questions/discussion.
 
7.5
Group Asset and Liability Committee (G-ALCO)
 
G-ALCO’s primary mandate is to:
a)
formulate, propose, approve,
 
implement and monitor – as the case may be
 
- the Group’s i) liquidity position and risk
profile and its funding strategies and policies
 
ii) interest rate guidelines and interest
 
rate risk profile and policies iii)
Capital
 
investments
 
-
 
as
 
well
 
as
 
FX
 
exposure
 
and
 
hedging
 
-
 
strategy
 
iv)
 
Group’s
 
business
 
initiatives
 
and/or
investments that
 
affect the
 
bank’s capital, market
 
and liquidity risk profile.
 
Further,
 
to approve
 
at a first stage, and
recommend
 
to BRC
 
for
 
final approval
 
the
 
respective
 
country limits
 
and the
 
relevant
 
policy/methodology
 
(special
attention is given for
 
the approval/monitoring of
 
the limits for
 
countries where Eurobank
 
has a local presence).
b)
approve
 
or propose
 
– as the case
 
may be - changes
 
to these policies
 
that conform
 
to the
 
Bank’s risk appetite and
levels
 
of exposure
 
as determined
 
by the
 
Board Risk
 
Committee (and
 
BoD as
 
the
 
case may
 
be) and
 
Management,
while complying with the framework
 
established by regulatory/supervisory
 
authorities.
G-
 
ALCO
 
responsibility
 
is
 
to
 
also
 
review
 
the
 
overall
 
liquidity
 
positions
 
and
 
developments
 
of
 
the
 
Group
 
on
 
a
 
country-by-
country level. In this
 
context, international subsidiaries’ ALCOs should report on
 
monthly basis material country developments
10
Information regarding current composition and short biographical details of its
 
members may be found at the Bank’s
 
website (www.eurobank.gr).
11
Information regarding current composition and short biographical details of its
 
members may be found at the Bank’s
 
website (www.eurobank.gr).
 
 
 
 
 
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and decisions (reflected in respective country ALCO minutes) to G-ALCO,
 
based on the above principles and their respective
regulatory/supervisory authorities’
 
instructions and guidelines.
The key tasks and responsibilities
 
of G-ALCO are the
 
following:
Regarding
 
the
 
approval
 
of
 
general
 
policies
 
and
 
guidelines,
 
compliance
 
with
 
regulatory
 
requirements,
 
review
 
of
activities/investments, risks & exposures:
Formulate, propose and/or modify - as
 
appropriate - guidelines and
 
pricing policies for deposit
 
and loan interest
rates for
 
the Group, as well
 
as review and approve
 
business proposals for pricing loans
 
and deposits.
Regularly review,
 
adapt/modify - as
 
may be required
 
– and approve
 
on an annual
 
basis (or
 
ad-hoc if needed)
the
 
Group’s
 
internal Funds
 
Transfer
 
Pricing (FTP)
 
policies and
 
FTP annual
 
budget/business plan
 
guidelines,
 
in
order
 
to
 
reflect
 
current
 
market
 
developments
 
and
 
business
 
objectives.
 
With
 
regards
 
to
 
International
Subsidiaries,
 
local
 
FTP
 
policy
 
is
 
reviewed,
 
adapted/modified,
 
approved
 
by
 
local
 
ALCOs
 
and
 
presented
 
for
approval/acknowledgement
 
to G-ALCO whenever
 
it is deemed necessary.
 
Review
 
International
 
subsidiaries’
 
Capital
 
investments,
 
FX
 
exposures
 
and
 
hedging
 
strategies,
 
and
 
approve
related actions as may be required.
Review and
 
approve
 
the Market
 
& Counterparty
 
Risk policy
 
and the
 
relevant KRIs
 
and the
 
RAS framework
 
for
market and counterparty risks before
 
their submission to BRC/BoD.
Be informed of the MREL requirement and the MREL issuance plan following its approval by the BRC; review and
approve individual MREL instruments’ wholesale
 
issuance and related costs in the context of the approved
 
plan
and MREL targets. Similar intra-group requirements by International Subsidiaries are separately assessed when
they arise.
Approve the
 
liquidity-related resolution
 
deliverables prior
 
to their submission to the SRB/NRA.
Approve the
 
implementation of MREL and liquidity options
 
within the context of the Group’s
 
Recovery Plan.
Review
 
ERB/Group material
 
market risks
 
and exposures
 
across investment
 
portfolios
 
(AC, FVOCI
 
etc) and
 
risk
dimensions
 
(e.g.,
 
interest
 
rate
 
risk,
 
liquidity/currency
 
mismatch)
 
as
 
may
 
be
 
identified
 
by
 
Markets
 
&
 
and/or
GMCRS, and recommend actions as may be required.
Approve Markets’
 
new trading & investment
 
activities for the
 
bank’s own books (Trading,
 
FVOCI, AC).
 
Review
 
on annual
 
basis country
 
exposures/limits and
 
sovereign
 
exposure/limits (as
 
per Sovereign
 
Risk Policy);
approve
 
new
 
Country and/or
 
Sovereign
 
limits when
 
proposed
 
and modify
 
existing Country
 
and/or Sovereign
limits as/when
 
appropriate.
 
Any Country
 
Limit increases
 
approved
 
by G-ALCO
 
also require
 
BRC approval.
 
G-
ALCO
 
should allocate
 
country
 
limits between
 
exposures
 
in state
 
bonds/treasury
 
bills and
 
exposures
 
in credit
facilities to state controlled
 
entities.
Within the
 
context of the
 
approved
 
investment framework
 
for corporate/FI
 
bond portfolio,
 
review the
 
relevant
portfolio
 
limits
 
annually.
 
Review
 
and
 
approve
 
(prior
 
to
 
Group’s
 
formal
 
commitment)
 
business
 
proposals
 
for
planned
 
soft
 
underwriting
 
commitments.
 
Review
 
and
 
clear
 
hard
 
underwriting
 
commitments;
 
to
 
note,
 
these
would also require prior approval
 
by the appropriate
 
Credit Committees as per existing Credit policies.
Regarding Liquidity Risk
Within the
 
scope of the Group’s
 
Liquidity Risk Policy,
 
i) monitor the implementation of
 
the Asset Encumberance
policy and
 
the
 
execution
 
of the
 
Contingency Funding
 
Plan process,
 
as may
 
be required,
 
ii) establish,
 
monitor,
propose and approve
 
- as may be required - actions for the
 
maintenance of adequate liquidity buffers
 
in order
to withstand liquidity stress (or
 
alternatively,
 
adverse liquidity) events
 
and comply (as possible) with regulatory
requirements and internal thresholds
 
or targets.
Ensure
 
that
 
the
 
Group
 
Liquidity
 
Risk
 
policy
 
is
 
properly
 
coordinated,
 
integrated
 
and
 
updated
 
 
as
 
may
 
be
required
 
and
 
in
 
compliance
 
with
 
the
 
relevant
 
regulatory
 
framework,
 
and
 
market
 
practices
 
-
 
across
 
Group
entities.
Review planned/projected liquidity profile and performance,
 
monitor regulatory liquidity risk ratios (LCR, NSFR);
review wholesale funding strategies
 
and initiatives, and approve
 
related actions for the
 
Bank/Group.
 
Report
 
the
 
Bank’s
 
liquidity
 
position,
 
projections
 
and
 
risks,
 
recommend
 
actions
 
related
 
to
 
liquidity
 
risk
management
 
as
 
may
 
be
 
required
 
to
 
the
 
Board
 
Risk
 
Committee
 
(BRC)
 
and
 
BoD),
 
and
 
implement
 
/
 
monitor
related BRC and/or BoD decisions.
Review regulatory liquidity ratios,
 
liquidity stress tests, and internal liquidity related warning indicators.
 
Review
material liquidity
 
risks; formulate,
 
approve,
 
and propose
 
to MRC
 
related stress
 
test scenarios.
 
Formulate
 
and
implement action
 
plans in case
 
regulatory liquidity ratios
 
and indicators’
 
evolution
 
(and/or stress tests
 
results)
may so require, in the context of the
 
Group’s policies,
 
risk appetite and regulatory framework.
Determine
 
the
 
appropriate
 
KRIs
 
and
 
related
 
framework
 
for
 
the
 
monitoring
 
of
 
liquidity
 
risk,
 
approve
 
the
proposed KRIs and framework
 
before their
 
submission to BRC and BoD.
 
 
 
 
 
 
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Review
 
and approve
 
the
 
periodic
 
funding
 
plan,
 
including
 
the
 
funding
 
plan which
 
is
 
prepared
 
for
 
the
 
ILAAP/
ICAAP
 
exercise,
 
and
 
take
 
its
 
results
 
into
 
consideration
 
in
 
its
 
decision
 
making
 
process
 
as
 
appropriate.
 
Also,
review and approve
 
the LCR restoration
 
plan and the related funding
 
plan, and any major changes to it.
Regarding Interest Rate Risk in the
 
Banking Book (IRRBB) and Credit Spread Risk in the
 
Banking Book (CSRBB), G-ALCO (as
delegated by
 
the
 
BoD and
 
BRC) has
 
the
 
overall
 
responsibility for
 
the
 
monitoring and
 
management of
 
said risks,
 
and clear
authority over the
 
units responsible for taking such risks.
 
More specifically,
 
G-ALCO’s tasks, authorities and responsibilities are
 
to:
Formulate
 
the
 
Group’s
 
IRRBB and
 
CSRBB Policies’
 
framework
 
and assumptions
 
(e.g., models,
 
stress scenarios
etc.) before its submission to BRC/BoD; review
 
and approve the
 
Group’s strategies
 
for managing relevant risks
 
Review
 
and
 
approve
 
the
 
Group’s
 
guidelines
 
for
 
the
 
systems
 
used
 
for
 
IRRBB
 
and
 
CSRBB
 
monitoring
 
and
assessment; further
 
propose to BRC for
 
final approval
Formulate the risk appetite and appropriate exposure limits
 
(RAF thresholds) for the IRRBB and
 
CSRBB; propose
for approval
 
to BRC and BoD;
 
Establish a comprehensive IRRBB and
 
CSRBB reporting and
 
monitoring framework to regularly assess the IRRBB
and
 
CSRBB
 
exposure
 
against
 
the
 
respective
 
limits
 
(as
 
they
 
are
 
established);
 
GMCRS
 
is
 
the
 
responsible
monitoring/reporting unit
Ensure
 
that
 
adequate
 
controls
 
and
 
procedures
 
are
 
in
 
place,
 
and
 
appropriate
 
management
 
actions
 
are
triggered, when set limits and early warnings levels
 
are breached
Evaluate the
 
performance,
 
and impact, of
 
risk management
 
strategies
 
applied to relevant
 
exposures (interest
rate, credit risk) on EVE and NII in the
 
context of the IRRBB/CSRBB Policy
 
and Management targets
Approve
 
the Economic Hedging
 
Framework
 
and propose its
 
approval to
 
BRC/BoD (also part of
 
the IRRBB
 
and
CSRBB Policy)
Define the
 
high-level risk
 
management strategy
 
on a periodic
 
basis - quarterly
 
or ad hoc as may
 
be required -
in the context of the Economic Hedging
 
Framework (established to hedge the bank’s interest rate risk and credit
risk exposures on a
 
portfolio basis). Further,
 
to monitor and
 
evaluate the outcome of hedging strategies, request
their extension or
 
termination, escalate
 
significant developments
 
to BRC/BoD, monitor the
 
RAF thresholds and
the effect
 
of hedging strategies on the
 
CAD ratio and Bank results.
Review
 
and
 
approve
 
proposals
 
to
 
use
 
new
 
products,
 
or
 
engage
 
in
 
new
 
activities
 
-
 
related
 
to
 
risk
 
taking
 
or
hedging strategies,
 
prior to
 
acquisition or
 
implementation,
 
to ensure
 
that the
 
resources
 
required
 
to establish
sound and effective IRRBB management of the product
 
or activity have been identified, the proposed activities
are in line with the institution’s overall
 
risk appetite and RAS, and that procedures to identify, measure,
 
monitor
and control
 
the risks
 
of the
 
proposed product
 
or activity have
 
been established.
 
It should be
 
ensured that
 
the
IRRBB characteristics of these
 
new products and activities are well
 
understood.
Approve major hedging or risk-taking initiatives
 
in advance of implementation. Ensure that positions related
 
to
internal risk transfers
 
between the non-trading
 
book and the trading
 
book are properly
 
documented.
Key reports reviewed
 
by G-ALCO:
Loans and Deposits evolutions
 
(Greece and International)
Deposits Structure (Core, Time
 
Deposits)
Deposit rates evolution
 
(per business unit) and market share evolution
 
(Greece)
LCR & NSFR evolution
 
on a monthly basis (at a Solo and Group level)
FTP budget/business plan guidelines and funding cost
Sources and Uses of funds at Group/country
 
level, secured funding report
Liquidity buffer analysis (Solo,
 
Group, and per country).
 
Liquidity stress tests
Liquidity risk analysis/sensitivities
Interest Rate Gap report
Market risk analytics reports (PV01 in FVOCI
 
and AC, VaR analysis, historical
 
simulation results and reporting of
the relevant
 
KRIs for MTM exposure
 
in OCI & AC,
 
evolution of
 
RWAs for
 
market risk, reports on
 
the level
 
of KRIs
related to market risk.
IRRBB reports:
 
sensitivity of
 
NII
 
and sensitivity
 
of EVE
 
per
 
regulatory
 
framework
 
(EBA IRRBB
 
guideline)
 
& per
internal framework
Greek sovereign
 
exposure report (internal and regulatory)
RWA movement
 
report
 
 
 
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Secured funding analysis report
Quarterly report on economic hedging positions
International subsidiaries’ liquidity buffers
 
and regulatory ratios
International subsidiaries’ FX net investment
 
hedging analysis
Annually / or more frequently if needed:
Internal or external auditors reports with reference
 
to G-ALCO areas of responsibility.
 
Regulatory Reports with reference
 
to G-ALCO areas of responsibility
G-ALCO convenes once
 
a month and/or whenever
 
required.
 
Required
 
quorum
 
for
 
G-ALCO
 
meetings
 
to
 
be
 
effective
 
is
 
six
 
members.
 
In
 
order
 
to
 
have
 
a
 
quorum
 
the
 
presence
 
of
 
its
Chairperson and a
 
minimum of three
 
(3) SPC members
 
is required.
 
Decisions on issues
 
are to be
 
taken by majority;
 
in case
of a tie
 
vote,
 
the issue
 
under discussion
 
is escalated
 
to ExBo.
 
Additionally,
 
under exceptional
 
circumstances,
 
decisions may
be taken by circulation,
 
which is equal to a decision of the G-ALCO, even
 
if no meeting has taken place. A relevant approval
memo is then issued by the
 
Secretary.
During 2023 an extensive review and update of G-ALCO’s
 
Terms
 
of reference
 
was performed, with the
 
process completed in
Q4
 
2023,
 
while
 
the
 
membership
 
composition
 
also
 
changed.
 
In
 
this
 
context,
 
the
 
committee’s
 
performance
 
review
 
was
extended to
 
include 2024
 
for completeness;
 
it was determined
 
that: i)
 
G-ALCO
 
members’
 
composition and
 
engagement is
well appropriate,
 
and the committee’s
 
performance
 
is well satisfactory
 
ii) the Committee continues
 
to function effectively
 
in
relation
 
to its
 
mandate
 
and responsibilities,
 
with
 
members
 
actively
 
engaging in
 
critical
 
discussions
 
during
 
meetings,
 
with
special focus
 
on topics regarding
 
key risk
 
and regulatory/supervisory
 
issues iii) in
 
light of the
 
complexity and importance
 
of
issues arising,
 
the
 
continued evolution
 
of the
 
regulatory
 
framework
 
and complexity,
 
and the
 
emergence
 
of additional
 
risk
considerations/requirements
 
or activities, G-ALCO
 
should continue to improve
 
its organizational
 
and operational
 
efficiency
and
 
further
 
increase
 
the
 
scheduled
 
frequency,
 
and/or
 
length
 
of
 
meetings
 
(as
 
possible),
 
as
 
may
 
be
 
required
 
to
 
remain
 
as
effective.
 
Said action was already implemented for
 
the 2025 scheduled meetings
 
plan.
7.6
Central Credit Committees
7.6.1
Central Credit Committee I
The main objective
 
of Central Credit Committee I (CCCI)
 
is to ensure the objective
 
credit underwriting of relevant
 
exposures
of Greek
 
corporate
 
performing
 
and private
 
banking clients,
 
in accordance
 
to the
 
Risk Appetite
 
Framework
 
and the
 
Credit
Policy Manual of the Bank and in a way that
 
balances credit risk and return on equity.
The
 
CCCI is
 
chaired by
 
an independent to
 
Business and
 
Risk Professional,
 
convenes at
 
least once
 
a week
 
and all meetings
are minuted. Decisions are taken unanimously. If unanimity is
 
not achieved, the credit request is escalated by the Chairperson
to the
 
next (higher)
 
approval
 
level requiring
 
a unanimous decision.
 
In case
 
of non-unanimity the
 
final decision
 
lies with
 
the
Management Risk Committee (MRC), by majority voting.
The
 
main duty
 
and responsibility
 
of the
 
CCCI
 
is to
 
assess
 
and approve
 
all credit
 
requests
 
for
 
clients in
 
the
 
Greek
 
related
corporate
 
performing
 
and
 
private
 
banking
 
portfolio
 
of
 
a
 
total
 
exposure
 
above
 
€50mio
 
and
 
unsecured
 
exposure
 
above
€35mio. For total exposure exceeding €75mio and unsecured exposure exceeding €50mio, additional approval
 
by the GCRO
is required, while for
 
total exposure exceeding €150mio and unsecured
 
exposure exceeding €100mio, additional approval
 
by
the CEO is required. Furthermore,
 
for exposures higher than
 
10% (or 20% for selected borrowers
 
where no single risk exists) of
the Bank’s regulatory
 
capital the additional
 
approval of
 
the Management
 
Risk Committee (MRC) is required.
 
Subsequently,
the final approval is granted
 
by the Board Risk Committee (BRC).
7.6.2
Central Credit Committee II
The main objective
 
of the Central Credit
 
Committee II (CCCII) is the same as for
 
the CCCI for
 
lower levels
 
of exposure.
 
The CCCII convenes
 
at least once a week and all meetings are
 
minuted. Decisions are taken unanimously.
 
If unanimity is not
achieved, the
 
request is escalated by the Chairperson
 
to the next approval
 
level.
The main duty
 
and responsibility of
 
CCCII is to
 
assess and
 
approve all credit requests for clients
 
in the Greek related
 
corporate
performing and private banking portfolio for total exposure from €20mio up to €50mio and unsecured exposure from €10mio
up to €35mio and retail exposures for
 
total limits above €3mio.
 
By the date of issuance of
 
the 2024 Corporate Governance Statement, Committee’s self-evaluation for 2024 was in progress.
12
Information regarding current composition and short biographical details of its
 
members may be found at the Bank’s
 
website (www.eurobank.gr).
 
 
 
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7.7
Troubled Assets Committee
The Troubled
 
Assets Committee
 
(TAC)
 
is established according
 
to the
 
regulatory provisions.
 
The main
 
purpose of TAC
 
is to
act as an independent
 
oversight
 
body, closely
 
monitoring the
 
Bank’s troubled
 
assets portfolio
 
and the
 
execution of its
 
NPE
Management Strategy.
 
The
 
Committee
 
meets
 
at
 
least
 
once
 
per
 
month
 
and/or
 
whenever
 
required
 
if
 
the
 
majority
 
of
 
the
 
members,
 
including
 
the
Chairperson, are
 
present. Decisions
 
are taken
 
by majority,
 
are minuted and
 
circulated as
 
appropriate.
 
The Chairman
 
has a
castin vote.
 
TAC
 
cooperates
 
with Group Risk
 
Management to reach
 
a mutual understanding and develop
 
an appropriate methodology
for
 
the evaluation
 
of the
 
risks inherent
 
in the
 
portfolio
 
management. TAC’s
 
propositions
 
regarding NPE
 
policy updates
 
are
submitted to the Board Risk Committee. In exceptional
 
circumstances, decisions may be taken by
 
circulation.
 
TAC’s main responsibilities
 
are to:
review internal reports
 
regarding troubled assets management
 
under the regulatory
 
provisions,
approve
 
the
 
available
 
forbearance,
 
resolution
 
and closure
 
solutions
 
by
 
loan
 
sub-portfolio,
 
and monitor
 
their
performance through
 
Key Performance
 
Indicators (KPIs),
define the criteria to assess the sustainability of credit
 
and collateral
 
workout solutions through
 
the design and
use of “decision trees”,
approve, monitor and assess pilot
 
modification programmes
 
and
supervise and provide guidance and
 
know-how to the respective troubled assets
 
units of Eurobank’s subsidiaries
abroad.
By the date of issuance of
 
the 2024 Corporate Governance Statement, Committee’s self-evaluation for 2024 was in progress.
For
 
2023,
 
the
 
evaluation
 
concluded
 
that
 
the
 
committee
 
operates
 
effectively,
 
in
 
the
 
areas
 
of
 
Profile
 
and
 
Composition,
Organization
 
&
 
Administration
 
as
 
well
 
as
 
regarding
 
the
 
Key
 
Tasks
 
and
 
Responsibilities.
 
However,
 
the
 
evaluation
 
also
identified that
 
while the
 
overall
 
quality and
 
quantity of
 
information
 
submitted related
 
to the
 
proposals for
 
assessment by
the TAC
 
members is adequate, there
 
is room for further
 
enhancement on providing more
 
details on the quantification of the
impact
 
and measurable targets as well as indicating the monitoring frequency of all new remedial/work-out proposals. Such
enhancements will benefit TAC
 
members make more informed
 
decisions.
 
7.8
Products & Services Committee (PSC)
 
The
 
Products
 
& Services
 
Committee (PSC)
 
is responsible
 
for
 
developing and
 
supervising the
 
governance
 
framework
 
for
 
the
products and
 
services offered
 
to Eurobank’s
 
clients in Greece
 
through the
 
physical and alternative
 
channels, in accordance
with the supervisory and regulatory
 
requirements. A governance
 
framework
 
assessing the financial and non-financial risks is
in place. The
 
PSC approves
 
all new products
 
& services
 
as well as
 
significant modifications
 
in existing ones. The
 
Committee
also implements a periodic review of all products and services,
 
according to their risk profile to determine their continuation,
modification or discontinuation. The
 
products and services of Remedial & Servicing Strategy are
 
excluded and are under the
responsibility of TAC
 
(Troubled
 
Assets Committee).
PSC convenes once a month and/or whenever
 
required.
 
The
 
PSC
 
is in
 
quorum
 
and
 
meets
 
validly
 
when
 
half of
 
its
 
members
 
plus
 
one
 
are
 
present
 
(fractions
 
are
 
excluded
 
from
 
the
computation).
 
For
 
quorum,
 
the
 
Chairperson
 
or
 
the
 
Vice-Chairperson
 
(in
 
case
 
of
 
Chairperson’s
 
absence)
 
should
 
be
 
also
present.
 
Decisions require,
 
as a minimum,
 
a majority vote
 
of 50%+1
 
of the
 
members present
 
in the
 
meeting and
 
are recorded
 
in the
meeting’s minutes.
 
In case of a tie vote, the
 
Chairperson or the Vice
 
-Chairperson (in case of Chairperson’s absence)
 
has the
casting
 
vote.
 
All members
 
of the
 
PSC have
 
equal voting
 
rights. In
 
case
 
of no
 
reaching a
 
decision
 
due to
 
disagreement
 
of
Members, the issue under
 
discussion is escalated to the Executive
 
Board (ExBo).
Additionally,
 
decisions may
 
be taken
 
by circulation,
 
which is
 
equal to
 
a decision
 
of the
 
Committee, even
 
if no meeting
 
has
preceded.
 
No
 
resolution
 
can
 
be
 
deemed
 
for
 
high
 
risks
 
products/services
 
by
 
circulation.
 
They
 
will
 
be
 
submitted
 
to
 
a
 
PSC
Meeting for discussion and approval
 
or rejection.
 
By the date of
 
issuance of the 2024
 
Corporate Governance Statement, Committee’s self-evaluation for 2024 was in progress.
According to the Committee’s 2023 self-evaluation, its
 
performance was assessed as very strong, it
 
functions effectively,
 
adds
substantially to the governance
 
model of the Bank and its Members demonstrate
 
a high level of commitment.
 
7.9
Sustainability Management Committee (SMC)
The
 
primary
 
mandate
 
of
 
the
 
SMC
 
is
 
to
 
provide
 
strategic
 
direction
 
on
 
sustainability
 
initiatives,
 
review
 
the
 
Sustainability
Strategy,
 
Net Zero
 
targets and transition
 
plans prior to approval,
 
integrate the
 
elements of the
 
Sustainability Strategy
 
into
13
Information regarding current composition and short biographical details of its members may be found at the Bank’s website (www.eurobank.gr).
14
 
Information regarding current composition and short biographical details of its members may be found at the Bank’s website (www.eurobank.gr).
15
 
Information regarding current composition and short biographical details of its members may be found at the Bank’s website (www.eurobank.gr).
 
 
 
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the
 
Bank’s
 
business
 
model
 
&
 
operations,
 
approve
 
changes
 
in
 
eligible
 
assets
 
of
 
Green
 
Bond
 
and
 
Sustainable
 
Finance
Frameworks,
 
regularly
 
measure
 
and
 
analyze
 
the
 
progress
 
of
 
the
 
Sustainability
 
Strategy
 
goals
 
and
 
performance
 
targets,
ensure
 
the
 
proper
 
implementation
 
of
 
Sustainability-related
 
policies
 
and
 
procedures,
 
in
 
accordance
 
with
 
supervisory
requirements and voluntary
 
commitments.
 
SMC
 
convenes
 
four
 
times
 
a year
 
and/or
 
ad hoc
 
when
 
necessary.
 
Other
 
Bank employees,
 
depending on
 
the
 
subject
 
to be
discussed, may be invited as deemed appropriate.
Required
 
quorum
 
for
 
SMC
 
meetings
 
to
 
be
 
effective
 
is
 
eight
 
members.
 
In
 
order
 
to
 
have
 
a
 
quorum,
 
the
 
presence
 
of
 
its
Chairperson and a minimum of seven (7) members is required. Decisions on issues are taken by majority.
 
In case of a tie vote,
the
 
Chairperson has
 
the
 
casting vote.
 
Whenever
 
a decision
 
of the
 
SMC is
 
not reached
 
unanimously,
 
this is
 
recorded
 
in the
minutes along
 
with the
 
opinion of
 
the minority.
 
All meetings
 
and decisions
 
are minuted
 
by the
 
Committee’s Secretary
 
and
Required
 
quorum
 
for
 
SMC
 
meetings
 
to
 
be
 
effective
 
is
 
eight
 
members.
 
In
 
order
 
to
 
have
 
a
 
quorum,
 
the
 
presence
 
of
 
its
Chairperson and a minimum of seven (7) members is required. Decisions on issues are taken by majority.
 
In case of a tie vote,
the
 
Chairperson has
 
the
 
casting vote.
 
Whenever
 
a decision
 
of the
 
SMC is
 
not reached
 
unanimously,
 
this is
 
recorded
 
in the
minutes along
 
with the
 
opinion of
 
the minority.
 
All meetings
 
and decisions
 
are minuted
 
by the
 
Committee’s Secretary
 
and
distributed to SMC members.
The evaluation highlighted the need to strengthen Committee’s oversight of sustainability training and awareness initiatives,
remuneration
 
practices that link Sustainability criteria
 
and the sustainability controls and procedures
 
in place.
7.10
 
Ethics Co
 
The
 
task of
 
the
 
Ethics Committee
 
is to
 
ensure
 
that
 
the
 
Eurobank
 
Group’s
 
Code of
 
Conduct &
 
Ethics as
 
well
 
as the
 
Bank’s
Statute
 
of
 
Internal
 
Service
 
is
 
observed,
 
to
 
interpret
 
and
 
constantly
 
enrich
 
it,
 
as
 
well
 
as
 
to
 
contribute,
 
generally,
 
to
 
the
formulation
 
of a code
 
of values with
 
which the
 
behaviour of the
 
officers
 
and personnel of
 
Eurobank,
 
as well as
 
that of third
persons that regularly collaborate
 
with the Bank, must comply. Adherence
 
to the rules of ethics contributes, on the one hand,
to
 
the
 
protection
 
of
 
dignity
 
and
 
personality
 
of
 
the
 
personnel,
 
and
 
on
 
the
 
other
 
hand,
 
to
 
the
 
good
 
reputation
 
and
 
the
protection of the
 
interests of the Bank.
The Ethics
 
Committee convenes
 
once a month,
 
if there
 
are issues to
 
be discussed or,
 
exceptionally,
 
more frequently,
 
in case
of an
 
emergency,
 
in a
 
place
 
and time
 
that
 
are
 
stated
 
in the
 
agenda. The
 
Ethics
 
Committee
 
may convene
 
either
 
with
 
the
physical presence of its members,
 
or by electronic means. The
 
Committee shall act unanimously.
By the date of issuance of
 
the 2024 Corporate Governance Statement, Committee’s self-evaluation for 2024 was in progress.
Ethics Committee’s performance
 
was evaluated for the
 
first time in February of 2023 and it was determined that
 
it functions
effectively,
 
especially in the
 
areas of Profile
 
& Composition as well
 
as Organization &
 
Administration.
 
The Ethics
 
Committee
encourages critical discussion and a healthy
 
challenging of corporate tisk culture.
8
Key Control
 
Functions
As part
 
of its
 
overall
 
system of
 
internal
 
controls,
 
HoldCo/Bank
 
have
 
established
 
a number
 
of dedicated
 
control
 
functions
whose
 
main
 
responsibility
 
is
 
to
 
act
 
as
 
independent
 
control
 
mechanisms
 
thus
 
reinforcing
 
the
 
control
 
structure
 
of
 
the
HoldCo/Bank. The most important functions
 
and their key responsibilities
 
are described below.
 
8.1
Internal Audit
 
8.1.1
Eurobank Holdings
Internal Audit
 
(IA) is
 
an independent,
 
objective
 
assurance
 
and consulting
 
function designed
 
to add
 
value and
 
improve
 
the
operations
 
of Eurobank
 
Holdings. IA
 
has adequate
 
organisation
 
structure
 
and appropriate
 
resources
 
to ensure
 
that it
 
can
fulfil its roles
 
and responsibilities.
 
Eurobank’s Group
 
Internal Audit (Group
 
IA) maintains a quality assurance
 
and improvement
 
programme
 
to ensure that
 
the
methodology is applied consistently and the objectives and responsibilities of Group IA are met.
 
Under the framework
 
of co-
operation
 
between
 
IA
 
and
 
Group
 
IA,
 
IA
 
assigns
 
the
 
assessment
 
of
 
the
 
effectiveness
 
of
 
internal
 
audit
 
activities
 
and
conformance with IIA Standards
 
to Group IA.
In order to safeguard its independence, IA reports
 
functionally to the Audit Committee and administratively
 
to the CEO. The
Board
 
has
 
delegated
 
the
 
responsibility
 
for
 
monitoring
 
the
 
activity of
 
the
 
IA
 
to
 
the
 
Audit Committee
 
of
 
the
 
HoldCo.
 
IA
 
is
headed
 
by
 
the
 
Chief
 
Internal
 
Auditor
 
(CIA)
 
who
 
is
 
appointed
 
by
 
the
 
Audit
 
Committee.
 
The
 
latter
 
also
 
assesses
 
the
 
CIA’s
performance.
The
 
mission of
 
IA is
 
to enhance
 
and protect
 
organisational
 
value by
 
providing
 
risk-based and
 
objective
 
assurance,
 
advice
and insight. The key assurance
 
and consulting responsibilities of IA are to:
provide
 
reasonable assurance
 
in the
 
form of
 
an independent opinion,
 
as to the
 
adequacy and effectiveness
 
of the
governance
 
and risk
 
and internal
 
control
 
framework
 
of HoldCo
 
and adherence
 
to the
 
risk appetite
 
framework.
 
In
order to form an opinion, IAU establishes and carries
 
out a programme of audit work (based
 
on the risk assessment
of the audit universe)
16
 
Information regarding current composition and short biographical details of its members may be found at the Bank’s website (www.eurobank.gr).
 
 
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assist
 
management
 
in
 
enhancing
 
the
 
system
 
of
 
internal
 
control
 
including
 
improvement
 
of
 
existing
 
policies
 
and
procedures
manage effectively
 
the internal audit process
 
and resources of IA
provide
 
any information
 
requested in
 
writing by
 
the Supervisory
 
Authorities and
 
co-operate
 
with them
 
in order
 
to
facilitate
 
their
 
work.
 
The
 
AC
 
and/or Management
 
shall
 
always be
 
advised regarding
 
information
 
provided
 
to the
Authorities
carry out any other
 
specific duties required by the
 
Regulatory Authorities and/or participate in projects
 
undertaken
by the Company
participate in Company’s projects in an assurance
 
or consulting capacity
liaise with
 
the
 
external
 
auditors and
 
other
 
assurance
 
providers
 
to share
 
information,
 
minimise any
 
duplication
 
of
effort and ensure
 
adequate coverage
 
of risks
assess the
 
adequacy and
 
effectiveness
 
of the
 
control
 
functions (such
 
as risk
 
management, compliance
 
or finance)
and involving judgment determine to what extent it is appropriate
 
to take account of the relevant work undertaken
by these functions
strive to maintain an open, constructive and cooperative
 
relationship with the
 
Supervisors.
8.1.2
Eurobank
Group Internal
 
Audit (Group IA)
 
is an independent, objective
 
assurance and
 
consulting function designed
 
to add value and
improve
 
the operations
 
of Eurobank
 
and its subsidiaries.
 
Group IA
 
has appropriate
 
organisational structure
 
and resources
to ensure that it can fulfil the
 
roles and responsibilities as described in relevant
 
regulations.
 
Group
 
IA
 
comprises
 
the
 
“Internal
 
Audit”,
 
the
 
“Forensic
 
Audit”, the
 
“International
 
Audit”
 
and
 
the
 
“Business
 
Monitoring
 
and
Organisational Support”.
 
IA also has
 
a Quality Assurance,
 
Standards and Methodology
 
(QA), to
 
assess the
 
effectiveness
 
of
the
 
Group’s
 
internal
 
audit
 
activities
 
and conformance
 
with
 
IIA
 
Standards.
 
QA
 
operates
 
as Centre
 
of Excellence
 
for
 
Audit
Standards
 
&
 
Methodology,
 
acting
 
as
 
an
 
advisor
 
to
 
IAG
 
Management
 
in
 
topics
 
related
 
to
 
quality
 
improvement
 
and
methodology.
 
In
 
addition,
 
the
 
Data
 
Analytics
 
Centre
 
of
 
Excellence
 
(DAnCoE)
 
of
 
Group
 
IA
 
aims
 
to
 
enhance
 
people
 
skills
towards data analytics, enabling the
 
generation
 
of data-driven insights and provide
 
valuable perspectives to Management
of the Group.
In order
 
to safeguard
 
its independence,
 
Group IA
 
reports functionally
 
to the
 
Audit Committee
 
and administratively
 
to the
CEO. The
 
Board has delegated
 
the responsibility
 
for monitoring
 
the activity
 
of the
 
Group IA
 
to the
 
Audit Committee of
 
the
Bank. Group IA is headed by the Group Chief Audit Executive (CAE) who is appointed
 
by the Audit Committee. The latter also
assesses the CAE’s performance.
The key assurance
 
and consulting responsibilities of Group IA are to:
provide
 
reasonable assurance
 
in the
 
form of
 
an independent opinion,
 
as to the
 
adequacy and effectiveness
 
of the
governance
 
and risk and internal
 
control framework
 
of Eurobank
 
and adherence
 
to the risk
 
appetite framework.
 
In
order to form an opinion, IAG establishes and carries
 
out a programme of audit work (based on the risk assessment
of the audit universe)
assist
 
Management
 
in
 
enhancing
 
the
 
system
 
of
 
internal
 
controls
 
including
 
improvement
 
of
 
existing
 
policies
 
and
procedures
manage
 
effectively
 
the
 
internal
 
audit
 
process
 
and
 
resources
 
of
 
both
 
IAG
 
and
 
the
 
Internal
 
Audit
 
departments
 
of
subsidiaries that
 
are reporting
 
directly to
 
IAG and
 
assess the
 
performance
 
of the
 
Group’s
 
internal audit
 
functions,
which have a direct reporting line
follow-up
 
to ascertain
 
that
 
appropriate
 
action
 
is taken
 
on reported
 
audit findings
 
within
 
agreed
 
deadlines
 
[Law
3016/02 & Law 4706/20]
attend Shareholders’
 
General Meetings [Law 3016/02 & Law 4706/20]
provide
 
any information
 
requested in
 
writing by
 
the Supervisory
 
Authorities and
 
co-operate
 
with them
 
in order
 
to
facilitate
 
their
 
work.
 
The
 
Audit
 
Committee
 
and/or
 
Management
 
shall
 
always
 
be
 
advised
 
regarding
 
information
provided to the Authorities
carry out
 
any other
 
specific duties required
 
by the Supervisory
 
Authorities and/or participate
 
in bank wide projects
undertaken by the
 
Bank
participate in Bank projects in an assurance
 
or consulting capacity
liaise with the Legal Services
 
and Group Human Resources General
 
Divisions and provide support to the
 
Ethics and
Operational Risk Legal
 
Cases Committees
liaise with
 
the
 
external
 
auditors and
 
other
 
assurance
 
providers
 
to share
 
information,
 
minimise any
 
duplication
 
of
effort and ensure
 
adequate coverage
 
of risks
assess the
 
adequacy and
 
effectiveness
 
of the
 
control
 
functions (such
 
as risk
 
management, compliance
 
or finance)
and involving judgment determine to what extent it is appropriate
 
to take account of the relevant work undertaken
by these functions
maintain an open, constructive and cooperative
 
relationship with the
 
Supervisors
 
 
 
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assist and advise Management
 
on the prevention
 
and detection of fraud
 
or defalcation
 
or unethical
 
practices and
undertake such special projects as required.
8.2
Risk Management
8.2.1
Eurobank Holdings
As part
 
of its
 
overall
 
system of
 
internal controls
 
HoldCo has
 
engaged in
 
a Service
 
Level
 
Agreement
 
(SLA) with
 
Eurobank
 
in
order to
 
receive
 
supporting and advisory
 
services in
 
all areas of
 
risk management (credit,
 
market, liquidity
 
and operational
risks) undertaken by the
 
Group.
 
The most important services
 
provided through
 
the above-mentioned
 
SLA are described below:
 
provision of advice on:
-
Identification, evaluation
 
and monitoring of credit risk,
-
Ensuring policy
 
and instructions
 
(strategy
 
and products)
 
recommended
 
by business
 
owners
 
and Servicers
 
are
aligned to applicable credit policy manual and regulatory
 
guidelines,
-
Standardization of procedures
 
and guidelines,
-
Update and maintenance of the risk strategic
 
framework
 
master document,
-
Participation in systemic bank consultation
 
committees,
-
Review new remedial
 
products and initiatives prior submission
 
to TAC
 
or approval
coordination of NPE related regulatory
 
reporting
provision
 
of
 
input
 
for
 
SSM
 
submission
 
and
 
3-year
 
business
 
plan,
 
monthly
 
MIS
 
actual
 
data
 
(including
 
Greek
 
and
International subsidiaries)
advising on identification, support/advise, recording
 
and evaluation of liquidity risks and financial monitoring
advising in the identification, assessment,
 
recording and monitoring of operational
 
risks (e.g. RCSA, events capture,
outsourcing etc.)
advising in the identification,
 
assessment, recording and monitoring of sustainability risk.
 
8.2.2
Eurobank
The
 
Group
 
Risk Management,
 
which is
 
headed
 
by
 
the
 
Group
 
Chief Risk
 
Officer
 
(GCRO), operates
 
independently from
 
the
business
 
units and
 
is responsible
 
for
 
the
 
identification,
 
assessment,
 
monitoring
 
and measurement
 
of the
 
risks the
 
Bank is
exposed to.
 
The
 
major types
 
of risk
 
managed by
 
Eurobank
 
are the
 
material risks,
 
identified through
 
the
 
Risk Identification
and Materiality Assessment (RIMA) process
 
and listed in the relevant RIMA report.
 
Material risk types include
 
financial and non-financial risks, indicatively
 
credit risk, market risk, liquidity
 
risk, interest rate
 
risk
and credit
 
spread risk
 
in the
 
banking book,
 
operational
 
risk, sustainability
 
risk, country
 
risk, reputational
 
risks, conduct
 
risk,
risks stemming from strategic projects.
 
The Group Risk Management comprises the Group Credit, the Group Credit Control,
 
the Group Credit Risk Capital Adequacy
Control, the Group Market
 
& Counterparty Risk, the Group Operational and Non-financial Risks, the Group Model Validation
& Governance,
 
the Group
 
Risk Management Strategy
 
Planning Operations
 
& Sustainability Risk, the
 
Risk Analytics and the
Supervisory Relations & Resolution
 
Planning
The
 
GCRO
 
serves
 
as a
 
pivotal
 
point for
 
the
 
risk management
 
functions.
 
Centralization
 
ensures
 
that
 
business targets
 
and
related growth
 
are combined with a risk conscious perspective,
 
thus ensuring that the approved
 
risk appetite is adhered to.
 
The
 
GCRO
 
develops
 
and formalises
 
the
 
Risk Appetite
 
Framework
 
(RAF),
 
defines the
 
Risk Appetite
 
Statements
 
(RAS),
 
and
submits them
 
to the
 
Board
 
Risk Committee
 
for
 
approval.
 
The
 
GCRO oversees
 
the
 
implementation
 
of the
 
frameworks
 
and
policies for the
 
identification, measurement
 
and management of risks.
The GCRO reviews and approves the risk policies before
 
their submission for approval to the BRC or to the BoD and oversees
their implementation thereafter.
 
The GCRO reports to the
 
BRC deviations from the
 
risk policies or potential conflict with the
approved risk strategy
 
and risk appetite.
 
The GCRO is responsible to provide to the BRC
 
adequate information, so that the Committee can properly assess and advise
the BoD on the Group’s risk
 
exposures / profile and
 
risk strategy. The GCRO oversees compliance with approved Risk Appetite
limits, and reports to the BRC the compliance status and any deviations,
 
as stipulated in the Risk Appetite Framework
 
(RAF).
Eurobank
 
has
 
a
 
well-established
 
strategy
 
and
 
clear
 
risk
 
management
 
objectives
 
that
 
has
 
to
 
deliver
 
through
 
core
 
risk
management processes and
 
methodologies. At a strategic
 
level, the risk management
 
objectives are to:
identify the new risks relevant
 
to the Group and assess their
 
materiality
assess the current
 
and emerging risks as an integral part of the
 
strategic planning process
17
 
The Supervisory Relations & Resolution Planning has a dual reporting line to both the Group CRO & the Group CFO
 
 
 
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provide opinion for
 
the Group Business Plan
 
regarding the risk perspective
 
on the overall
 
outcome and reliability of
the Plan
ensure that business plan is consistent with Eurobank’s
 
risk appetite
participate actively in decision-making processes
 
to ensure that risk considerations
 
are considered appropriately
optimize risk/return decisions, while establishing strong and
 
independent review
ensure that business growth
 
plans are properly supported by effective
 
risk infrastructure
manage risk profile to ensure that specific financial deliverables
 
remain possible under a range of adverse
 
business
conditions
assist senior executives to improve
 
the control
 
and co-ordination of risk taking across their
 
business
cultivate
 
a
 
robust
 
risk
 
culture
 
throughout
 
the
 
Bank,
 
encouraging
 
a
 
positive
 
attitude
 
towards
 
risk
 
management,
regulatory compliance and
 
the internal
 
control framework,
 
through strong
 
risk awareness and ownership,
 
where all
staff members consider
 
risk management as an integral part of their
 
everyday responsibilities
provide
 
the
 
framework,
 
procedures
 
and guidance
 
to enable
 
all employees
 
to manage
 
risk in
 
their
 
own areas
 
and
improve the
 
control and co-ordination
 
of risk taking across the Bank
advise and support Eurobank Holdings in risk
 
management according to the
 
agreed Service Level
 
Agreement (SLA)
between Eurobank Holdings
 
and Eurobank.
Risk
 
Management
 
along
 
with
 
Compliance
 
and
 
other
 
Units
 
are
 
involved
 
in
 
the
 
assessment
 
of
 
all
 
products
 
and
 
services
throughout their
 
lifecycle.
The Group
 
applies the elements of the Three
 
Lines of Defence Model for the
 
management of risk. The Three
 
Lines of Defence
Model
 
enhances
 
risk
 
management
 
and
 
control
 
by
 
clarifying
 
roles
 
and
 
responsibilities
 
within
 
the
 
organization.
 
Under
 
the
oversight
 
and
 
direction
 
of
 
the
 
Management
 
Body,
 
three
 
separate
 
lines
 
of
 
defence
 
are
 
necessary
 
for
 
effective
 
risk
management. In particular:
-
Line
 
1
 
-
 
Own
 
and
 
manage
 
risk
 
and
 
controls.
 
The
 
front-line
 
business
 
and
 
operations
 
are
 
accountable
 
for
 
this
responsibility as they own the
 
rewards and are the
 
primary risk generators.
-
Line 2 -
 
Monitor risk and
 
controls
 
in support of
 
Executive Management,
 
providing
 
oversight,
 
challenge, advice
 
and
group-wide direction. These
 
include the Risk Management and Compliance Units, among others.
-
Line 3
 
- Provide
 
independent assurance
 
to the
 
Board and
 
Executive
 
Management concerning
 
the
 
effectiveness
 
of
risk and control management. This
 
refers to Internal Audit.
8.3
Compliance
 
8.3.1
Eurobank Holdings
Eurobank
 
Holdings
 
Compliance
 
is
 
established
 
with
 
the
 
approval
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
the
 
Audit
 
Committee
 
of
Eurobank Holdings. It is a permanent
 
function and independent from Eurobank
 
Holdings’ business activities so that conflicts
of interests are
 
avoided. In order
 
to safeguard
 
its independence, Eurobank
 
Holdings Compliance
 
reports functionally
 
to the
Audit Committee of Eurobank
 
Holdings
and for administrative
 
purposes to the
 
CEO
. The Audit
 
Committee in consultation
with the
 
NomCo, proposes
 
to the
 
Board for
 
approval
 
the
 
appointment, replacement
 
or dismissal
 
of the
 
Head of
 
Eurobank
Holdings Compliance. The performance
 
of the Head of Eurobank Holdings Compliance
 
is assessed on an annual basis by the
AC.
 
The
 
Head
 
of
 
Compliance
 
attends
 
all
 
AC
 
meetings
 
and
 
submits
 
quarterly
 
and
 
annually
 
reports
 
(per
 
regulatory
requirements) summarizing Compliance’s
 
activity and highlighting the main compliance issues.
Its
 
mission
 
is
 
to
 
promote,
 
within
 
Eurobank
 
Holdings,
 
an
 
organizational
 
culture
 
that
 
encourages
 
ethical
 
conduct,
 
and
 
a
commitment to compliance with laws and regulations
 
as well as global governance
 
standards.
 
The
 
main
 
objective
 
of
 
Eurobank
 
Holdings
 
Compliance
 
is
 
to
 
ensure
 
that
 
Eurobank
 
Holdings
 
has
 
established
 
an
 
adequate
system of
 
internal controls
 
that allows
 
it to
 
operate
 
in accordance
 
with the
 
ethical
 
set of
 
values contained
 
in its
 
"Code of
Conduct
 
and
 
Ethics"
 
and
 
in
 
compliance
 
with
 
applicable
 
laws,
 
regulations
 
and
 
internal
 
policies.
 
More
 
specifically,
 
for
 
the
regulatory topics within its scope of responsibilities, Eurobank
 
Holdings Compliance is mandated to:
raise compliance awareness
 
in Eurobank Holdings
provide
 
advice the
 
Board of
 
Directors and
 
Senior Management
 
on Eurobank
 
Holdings compliance
 
with applicable
laws, rules and standards and keeping them informed
 
of related developments
issue,
 
as
 
necessary,
 
policies
 
and
 
other
 
documents,
 
in
 
order
 
to
 
provide
 
guidance
 
to
 
staff
 
on
 
the
 
appropriate
implementation of applicable
 
laws, rules and standards as well as to assist the
 
business to develop and implement
regulatory compliant policies and procedures
review new activities and advise on potential
 
compliance risks
ensure that staff is adequately
 
trained about compliance issues
18
 
The administrative reporting line to the CEO does not entail any form of oversight over
 
Compliance. It is rather intended to facilitate the smooth
day to day administrative processes
 
 
 
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provide
 
support
 
and
 
challenge,
 
if
 
required,
 
the
 
business
 
line
 
management
 
regarding
 
the
 
effectiveness
 
of
 
the
compliance risk management activities
monitor
 
whether
 
staff
 
applies
 
effectively
 
the
 
internal
 
processes
 
and
 
procedures
 
aimed
 
at
 
achieving
 
regulatory
compliance
monitor through appropriate
 
procedures
 
staff adherence
 
to internal policies and the
 
"Code of Conduct and Ethics"
and identify fraudulent activity
monitor
 
timely
 
submission
 
of
 
reports
 
to
 
Competent
 
Authorities
 
and
 
report
 
any
 
delays
 
and
 
fines
 
for
 
any
 
alleged
breaches of regulations to the
 
AC
fulfil any statutory responsibilities and liaise with regulators
 
and external bodies on compliance issues.
8.3.2
Eurobank
Group Compliance
 
is established with
 
the approval
 
of the
 
Board of
 
Directors and
 
the Audit
 
Committee of Eurobank.
 
It is a
permanent function
 
and independent from
 
the Bank’s
 
business activities
 
so that
 
conflicts of interests
 
are avoided.
 
In order
to safeguard
 
its independence, Group
 
Compliance reports functionally
 
to the
 
Board of Directors
 
through Audit
 
Committee
of the Bank
 
and for administrative
 
purposes
 
to the CEO.
 
The Audit Committee
 
in consultation with
 
the NomCo
 
proposes
to the Board
 
for approval
 
the appointment,
 
replacement or
 
dismissal of the
 
Group Chief
 
Compliance Officer
 
(Group CCO).
The performance
 
of the Group CCO is assessed on an annual basis by the AC. The Group CCO attends all Audit Committee’s
meetings and submits quarterly and annual reports (per regulatory
 
requirements) summarising Group
 
Compliance’s activity
and highlighting the main compliance issues.
Its mission is
 
to promote,
 
within Eurobank
 
and its subsidiaries
 
(Eurobank group),
 
an organizational
 
culture that
 
encourages
ethical conduct through
 
integrity and a commitment
 
to compliance with
 
laws and regulations
 
as well
 
as the application
 
of
international governance
 
standards.
 
The
 
main
 
objective
 
of
 
Group
 
Compliance
 
is
 
to
 
ensure
 
that
 
the
 
Eurobank
 
group
 
has
 
established
 
an
 
adequate
 
system
 
of
internal controls that allows
 
it to operate in accordance
 
with the ethical set of values contained in its “Code of Conduct and
Ethics” and
 
in compliance
 
with applicable
 
laws, regulations
 
and internal
 
policies, as
 
well as
 
international
 
best practices.
 
In
brief, for the
 
regulatory topics within its scope of responsibilities, Group
 
Compliance is mandated to:
raise compliance awareness
 
throughout the Eurobank
 
group,
provide
 
advice to
 
the
 
Board of
 
Directors
 
and Senior
 
Management on
 
compliance
 
with applicable
 
laws, rules
 
and
standards and keep them informed
 
of related developments,
issue policies, procedures and other documents such as compliance manuals, internal codes of conduct & ethics and
practice guidelines in order to provide guidance to
 
staff on the appropriate implementation of applicable laws, rules
and
 
standards
 
as
 
well
 
as
 
to
 
assist
 
the
 
business
 
to
 
develop
 
and
 
implement
 
regulatory
 
compliant
 
policies
 
and
procedures,
review new activities and advise on potential
 
compliance risks,
ensure
 
that
 
staff
 
is
 
adequately
 
trained
 
and
 
frequently
 
updated
 
about
 
compliance
 
issues
 
by
 
designing
 
training
programs and co-operating
 
with HR for their
 
implementation,
 
ensure the development
 
of a robust compliance risk identification
 
and assessment framework,
 
provide support and
challenge, if required, the
 
business line management
 
regarding the effectiveness of the compliance risk
 
management
activities,
coordinate compliance risk management actions
 
performed
 
by other business
 
units,
monitor
 
and
 
test
 
whether
 
staff
 
applies
 
effectively
 
the
 
internal
 
processes
 
and
 
procedures
 
aimed
 
at
 
achieving
regulatory
 
compliance
 
and report
 
to the
 
relevant
 
Business Units
 
any potential
 
breaches
 
in order
 
for
 
the
 
latter
 
to
proceed with the
 
required improvem
 
ents,
monitor staff
 
adherence
 
to internal policies
 
and the
 
"Code of Conduct
 
and Ethics" and
 
identify potential
 
breaches
or fraudulent activity,
monitor
 
timely
 
submission
 
of
 
reports
 
to
 
Competent
 
Authorities
 
and
 
report
 
any
 
delays
 
and
 
fines
 
for
 
any
 
alleged
breaches of regulations to the
 
AC,
fulfil any statutory responsibilities and liaise with regulators
 
and external bodies on compliance issues,
supervise,
 
monitor,
 
coordinate
 
and
 
evaluate
 
the
 
activities
 
of
 
the
 
Compliance
 
Officers
 
of
 
the
 
Bank’s
 
local
 
and
international subsidiaries in order
 
to ensure compliance with Eurobank
 
group standards.
The scope of activities of Group
 
Compliance covers the
 
following core
 
regulatory topics:
Financial Crime
 
including laws
 
and regulations
 
on Anti
 
Money Laundering
 
(AML) and
 
Countering
 
the
 
Financing of
Terrorism
 
(CFT)
 
and legislation
 
aimed
 
at
 
combatting
 
Tax
 
evasion
 
such
 
as FATCA
 
and
 
CRS
 
(tax compliance).
 
The
scope
 
includes
 
the
 
provision
 
of
 
timely
 
and
 
accurate
 
responses
 
to
 
requests
 
arising
 
from
 
regulatory
 
and
 
judicial
authorities for
 
the lifting of
 
banking secrecy or
 
freezing of assets and co-operation
 
with them.
 
Financial Crime also
19
 
The administrative reporting line to the CEO does not entail any form of oversight over
 
Group Compliance. It is rather intended to facilitate the
smooth day to day administrative processes
 
 
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includes
 
anti
-bribery
 
and
 
anti-corruption
 
legislation.
 
The
 
Eurobank
 
Audit
 
Committee
 
in
 
consultation
 
with
 
the
Eurobank NomCo proposes to the Board for approval the appointment, replacement, or dismissal of the Anti-Money
Laundering Reporting Officer
 
of Eurobank, who may be the same
 
person as the Group
 
CCO, and his/her Deputy
 
Conduct related regulations, including:
 
o
market
 
Conduct
 
related
 
regulation
 
regarding
 
the
 
provision
 
of
 
investment
 
products
 
and
 
services
 
to
 
clients
including
 
laws
 
and
 
regulations
 
on
 
Market
 
Manipulation,
 
Insider
 
Trading,
 
Unlawful
 
disclosure
 
of
 
inside
information and other
 
financial crimes,
o
Internal Conduct
 
and Ethics,
 
including monitoring
 
adherence
 
with the
 
Group Code
 
of Conduct and
 
Ethics and
its related policies, Conflicts of Interest,
 
insider dealing and manging the Ethics Hotline
o
customer
 
conduct
 
laws
 
and
 
regulations
 
(including,
 
inter
 
alia,
 
dormant
 
accounts
 
legislation,
 
BoG’s
 
Code
 
of
Conduct for loans, the Payment
 
Services Directive
 
and the Deposit Guarantee scheme).
 
Group
 
Compliance
 
has
 
an
 
overlay
 
role
 
over
 
the
 
regulatory
 
framework
 
concerning
 
personal
 
data
 
protection,
 
corporate
governance, prudential regulation
 
(credit market, liquidity and operational
 
risk), information & IT security,
 
cyber security risk,
outsourcing
 
and
 
Sustainability
 
Framework.
 
In
 
this
 
context
 
Group
 
Compliance
 
performs
 
a
 
high-level
 
monitoring
 
through
compliance risk assessments and monitoring of the
 
alignment of the Bank’s activities with regulatory
 
requirements.
The scope of activities can be expanded with the
 
approval of the
 
AC.
8.4
Personal Data Protection
 
8.4.1
Eurobank Holdings
In the
 
context of Personal
 
Data Protection,
 
Eurobank Holdings
 
has entrusted the
 
following
 
functions to
 
the Bank’s
 
Personal
Data Protection
 
Unit with the support of Legal where
 
needed:
consultation and advice regarding the
 
drafting of privacy notices for the
 
customers, employees, shareholders
 
of the
HoldCo and/ or persons with voting
 
rights and their representatives
 
in the HoldCo meetings and committees,
provision of drafts
 
of privacy policies, cookies policies and cookies management
 
tool for the
 
HoldCo's website,
provision of advice in handling
 
requests and complaints of data subjects,
provision
 
of
 
advice
 
for
 
incident
 
and
 
data
 
breach
 
management
 
and
 
notifications
 
to
 
the
 
competent
 
authority,
 
if
required,
provision of advice on GDPR policies
 
and related guidelines.
8.4.2
Eurobank
Personal Data Protection
 
Unit assists the Data Protection
 
Officer (DPO) in performing
 
his duties in an independent manner.
Key tasks include:
issues relevant guidelines on GDPR requirements
 
and provides relevant advice
 
to involved Units,
provides advice, where requested, for
 
the appropriate technical and organizational measures
 
to be implemented to
ensure compliance with the
 
principles of privacy by design and privacy by default,
provides advice regarding
 
the content of privacy notices,
provides advice on the
 
appropriate handling of the
 
GDPR requests and/or complaints,
upon request, provides
 
advice regarding
 
the categorization
 
of the
 
third parties,
 
in accordance
 
with the
 
GDPR and
any
 
other
 
applicable
 
data
 
protection
 
legislation
 
(controller/
 
joint
 
controller/processor/
 
sub-processor),
 
and
 
the
relevant privacy terms to be signed,
provides advice to the Incident Management Team on whether the incident must be reported to the data
 
protection
authority,
provides advice, where
 
requested, as regards the performance
 
of Data Protection
 
Impact Assessments,
provides advice where
 
requested as regards the maintenance
 
of the Register of Processing
 
Activity.
9
System of Internal Controls
9.1
Principles of Internal Controls
The
 
Group
 
has established
 
a robust
 
System
 
of Internal
 
Controls
 
that
 
aligns with
 
international
 
best practices
 
and
 
utilizes
COSO terminology.
 
This system is designed to provide reasonable assurance regarding
 
the achievement of objectives
 
in key
categories:
Efficient
 
and Effective
 
Operations:
 
The
 
Group's
 
internal
 
controls
 
ensure
 
that
 
operations
 
are
 
conducted efficiently
and effectively,
 
promoting productivity and optimal
 
resource utilization.
Reliability and Completeness
 
of Financial and
 
Management Information: Internal controls are in place to ensure that
financial and management information
 
is reliable, accurate, and complete. This
 
helps in making informed decisions
and maintaining transparency.
 
 
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Compliance
 
with
 
Applicable
 
Laws
 
and
 
Regulations:
 
The
 
Group
 
emphasizes
 
compliance
 
with
 
all
 
relevant
 
laws,
regulations, and
 
industry standards. Internal
 
controls are
 
designed to ensure
 
adherence
 
to legal requirements
 
and
mitigate regulatory risks.
The key principles
 
that underpin the Group’s
 
System of Internal Controls are
 
as follows:
Control
 
Environment:
 
The
 
control
 
environment
 
serves
 
as
 
the
 
foundation
 
for
 
all
 
internal
 
control
 
components.
 
It
includes factors such as management's integrity
 
and ethical values, recruitment and training policies, organizational
structure,
 
and
 
delegation
 
of
 
authority.
 
These
 
elements
 
contribute
 
to
 
a
 
strong
 
control
 
consciousness
 
among
employees.
Risk
 
Management:
 
The
 
Group
 
recognizes
 
the
 
importance
 
of
 
risk
 
management
 
in
 
its
 
operations.
 
It
 
implements
mechanisms
 
to
 
identify,
 
assess,
 
and
 
manage
 
risks
 
that
 
may
 
impact
 
the
 
achievement
 
of
 
objectives.
 
The
 
risk
management framework
 
is dynamic and evolves
 
to address new and emerging
 
risks.
Control Activities: Internal control
 
activities are documented in policies and procedures
 
that ensure safe operations
and
 
accurate
 
record-keeping.
 
Segregation
 
of
 
duties
 
is
 
a
 
crucial
 
organizational
 
measure
 
to
 
enhance
 
control
effectiveness,
 
ensuring that key functions
 
such as approval, dealing, administration,
 
and controlling are
 
separated.
Information and Communication:
 
Effective information
 
and communication channels are established to ensure
 
that
relevant
 
information
 
is
 
identified,
 
captured,
 
and
 
communicated
 
in
 
a
 
timely
 
manner.
 
This
 
includes
 
internal
communication
 
within
 
the
 
organization
 
and
 
external
 
communication
 
with
 
stakeholders
 
such
 
as
 
regulators,
shareholders, and customers.
Monitoring:
 
The
 
Group
 
conducts
 
ongoing
 
monitoring
 
of
 
activities
 
as
 
part
 
of
 
its
 
operations.
 
This
 
includes
 
regular
management and supervisory activities, internal audits, and independent evaluations of the internal control system.
Internal
 
control
 
deficiencies
 
are
 
reported
 
and
 
escalated
 
as
 
necessary,
 
with
 
major
 
issues
 
reported
 
to
 
top
management, the Audit Committee, and the
 
Board.
Additionally,
 
the
 
efficiency
 
of
 
the
 
internal
 
control
 
system
 
is
 
independently
 
evaluated
 
every
 
three
 
years
 
by
 
a
 
third-party
auditing firm, in accordance with regulatory requirements.
 
The evaluation report
 
is assessed by competent bodies within the
Group and submitted to regulatory authorities for
 
review and acknowledgment.
9.2
Characteristics of the System of Internal Controls
 
(SIC)
HoldCo and Eurobank have established key characteristics of their System of Internal Controls (SIC), which are indicative and
not restrictive. These
 
characteristics include:
Code of
 
Conduct: There
 
is a
 
defined Code
 
of Conduct
 
along with
 
processes
 
for
 
monitoring its
 
implementation
 
to
ensure ethical conduct and adherence
 
to standards.
Organizational
 
Chart: An approved
 
organizational chart
 
is in place,
 
depicting the
 
hierarchy
 
and functions
 
of each
sector/department clearly defined to ensure effective
 
management.
Audit Committee: The composition and function
 
of the Audit Committee are outlined to oversee
 
financial reporting
and compliance.
Strategic
 
Planning:
 
A
 
description
 
of
 
strategic
 
planning
 
processes
 
is
 
provided,
 
including
 
development,
implementation, and periodic
 
evaluation of strategic objectives.
Action Plans: Long-term
 
and short-term action
 
plans for
 
important activities are
 
established, with
 
periodic reports
and identification of deviations
 
along with justifications.
Articles
 
of
 
Association:
 
The
 
Articles
 
of
 
Association
 
are
 
complete
 
and
 
up-to-date,
 
reflecting
 
the
 
objectives
 
and
operations of the
 
entity.
Directorates and Departments: Tasks of directorates, departments, and job
 
descriptions are defined to
 
ensure clarity
in roles and responsibilities.
Policies
 
and
 
Procedures:
 
Policies
 
and
 
procedures
 
for
 
important
 
operations
 
are
 
documented,
 
including
 
internal
controls for
 
risk management.
Compliance
 
Processes:
 
Processes
 
for
 
compliance
 
with legal
 
and regulatory
 
frameworks
 
are
 
established to
 
ensure
adherence to laws and regulations.
Risk Assessment
 
and Management:
 
Processes
 
for
 
risk assessment
 
and
 
management
 
are
 
in place
 
to identify
 
and
mitigate risks effectively.
Financial
 
Information
 
Integrity:
 
Processes
 
ensure
 
the
 
integrity
 
and
 
reliability
 
of
 
financial
 
information
 
through
accurate reporting and controls.
Executive
 
Performance
 
Evaluation:
 
Processes
 
for
 
recruitment,
 
training,
 
delegation,
 
targeting,
 
and
 
evaluation
 
of
executive performance
 
are outlined.
Information
 
Systems
 
Security:
 
Processes
 
for
 
the
 
security,
 
adequacy,
 
and
 
reliability
 
of
 
information
 
systems
 
are
established to safeguard data.
Personnel
 
and Asset
 
Protection:
 
Processes
 
are
 
in place
 
to safeguard
 
personnel
 
and assets,
 
ensuring security
 
and
protection.
 
 
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Reporting and
 
Communication:
 
Reporting lines
 
and communication
 
channels within
 
and outside
 
the organization
are described for effective
 
information flow.
Monitoring
 
and
 
Evaluation:
 
Mechanisms
 
are
 
established
 
for
 
monitoring
 
and
 
evaluating
 
the
 
efficiency
 
and
effectiveness
 
of processes regularly.
Independent Evaluation: There
 
is a process
 
for periodic
 
evaluation of the
 
adequacy and efficiency
 
of the SIC
 
by an
independent auditor to ensure objectivity.
Environmental
 
Policies:
 
Policies
 
for
 
environmental
 
management
 
and
 
other
 
ESG
 
factors
 
are
 
recorded
 
to
 
address
sustainability and social responsibility.
These policies and procedures are part of
 
the corporate governance system's assessment and are regularly reviewed
and updated to align with best practices and regulatory
 
requirements.
9.3
Evaluation of the System of Internal Controls
The Bank's AC is responsible for annually reviewing and evaluating the adequacy of the Internal Control
 
System (ICS) of both
the Bank and its subsidiaries.
 
This evaluation
 
is based on data and information
 
provided by
 
the Group
 
Internal Audit (IA) of
the Bank, external auditors' findings and remarks,
 
as well as feedback from
 
supervisory authorities. The
 
AC utilizes oversight
and reporting
 
mechanisms
 
established
 
with
 
the
 
Audit
 
Committees
 
of the
 
Bank's Subsidiaries
 
to ensure
 
a comprehensive
assessment.
Similarly, the
 
HoldCo's AC is
 
tasked with reviewing
 
and evaluating the
 
adequacy of the
 
Internal Control
 
System (ICS) of the
HoldCo itself. This evaluation is conducted based on
 
relevant data and information from the Internal Audit (IA) of the HoldCo,
findings
 
and
 
remarks
 
from
 
external
 
auditors,
 
and
 
feedback
 
from
 
supervisory
 
authorities.
 
The
 
AC
 
ensures
 
a
 
thorough
assessment of the HoldCo's ICS to uphold
 
standards of governance
 
and compliance.
9.4
Independent Evaluation of the HoldCo/Bank
 
System of Internal Controls
In March 2024, Grant Thornton
 
presented the scope, findings, and methodology
 
of their Independent triennial Evaluation
 
of
the
 
HoldCo/Bank
 
System
 
of
 
Internal
 
Controls
 
(SIC)
 
to
 
the
 
HoldCo/Bank
 
AC
 
members,
 
as
 
per
 
the
 
Bank
 
of
 
Greece
 
Act
2577/9.3.2006 (BoG Act).
Based
 
on
 
the
 
procedures
 
conducted
 
and
 
the
 
evidence
 
gathered,
 
there
 
were
 
no
 
indications
 
that
 
the
 
SIC,
 
at
 
the
 
time
 
of
assessment, was not compliant in all material aspects with
 
the requirements
 
of the BoG Act.
Grant Thornton
 
identified 21 observations
 
during their
 
assessment, categorized
 
as 16 low-risk
 
observations
 
and 5 medium-
risk observation
 
related
 
to the
 
IT issues
 
in Eurobank
 
Equities, and
 
7 recommendations
 
for
 
improvement.
 
Management
 
will
take appropriate actions
 
in response to these observations.
9.5
Corporate Governance
 
System Assessment in accordance with
 
article 4 par. 1 of Law 4706/2020
In compliance with
 
Article 4, Paragraph
 
1 of Law 4706/2020
 
(the Law),
 
the HoldCo
 
and Bank Boards of
 
Directors (BoDs) are
responsible
 
for
 
designating and
 
overseeing
 
the
 
implementation
 
of the
 
corporate
 
governance
 
system (CGS)
 
as outlined
 
in
Articles 1 to
 
24 of the
 
Law.
 
Additionally,
 
the BoDs
 
must monitor and
 
evaluate the
 
application and
 
effectiveness
 
of the
 
CGS
at least every three
 
(3) financial years, taking necessary actions to address any deficiencies.
Given that the Law came into force on 17.7.2021,
 
the Hellenic Capital Market Commission (HCMC) specified
 
that the maximum
reporting period for
 
the first CGS review should extend from
 
17.7.2021
 
to 31.12.2024. It also required that the
 
2024 Corporate
Governance Statement
 
include a relevant reference
 
to this review.
In this context, the HoldCo and Bank NomCos reviewed
 
the CGS for the reporting
 
period and updated the HoldCo and Bank
BoDs accordingly. The
 
review concluded that HoldCo and Bank have taken all necessary actions to fully comply with the Law,
as no gaps were identified.
Furthermore,
 
in
 
line
 
with
 
supporting
 
work
 
related
 
to
 
the
 
Corporate
 
Governance
 
Framework,
 
performed
 
both
 
by
 
external
parties
 
and
 
internally,
 
HoldCo
 
and
 
Bank
 
have
 
taken
 
proactive
 
measures
 
to exceed
 
the
 
Law’s
 
provisions,
 
enhancing
 
their
processes and practices for more efficient
 
governance. In this regard, HoldCo and Bank have effectively
 
addressed identified
issues and implemented recommendations
 
for improvement
 
provided by
 
external parties, including
 
regulators and external
advisors.
10
Sustainability
10.1
Sustainability Approach
Eurobank
 
supports the
 
transition
 
towards
 
a sustainable
 
economy
 
and considers
 
sustainability and
 
climate
 
change as
 
an
opportunity. A key strategic
 
objective is to adapt the Bank’s business and operation in a way that addresses climate change
challenges,
 
accommodates
 
social
 
needs
 
within
 
its
 
business
 
model
 
and
 
safeguards
 
prudent
 
governance
 
for
 
itself
 
and
 
its
counterparties,
 
in
 
accordance
 
with
 
supervisory
 
initiatives,
 
and
 
following
 
international
 
standards
 
and
 
best
 
practice.
 
The
Bank’s commitment
 
to address
 
climate change
 
is expressed
 
through quantified
 
objectives,
 
such as its
 
detailed action
 
plan
to align its operations, lending and investment
 
portfolios to reach
 
Net Zero by 2050.
Eurobank
 
has expressed
 
the
 
sustainability aspect
 
of its
 
business through
 
the
 
lens of
 
Impact generation.
 
The
 
Sustainability
Strategy
 
has
 
been
 
defined
 
in
 
a
 
holistic
 
approach
 
across
 
two
 
pillars
 
of
 
impact:
 
the
 
operational
 
impact
 
arising
 
from
 
its
 
 
 
 
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operational
 
activities and
 
footprint,
 
and the
 
financed
 
impact resulting
 
from
 
the
 
Bank’s lending
 
and investing
 
activities to
specific
 
sectors
 
and
 
clients.
 
These
 
two
 
pillars
 
of
 
impact
 
aim
 
to
 
capture
 
the
 
essence
 
of
 
the
 
Bank’s
 
business
 
effect
 
on
 
the
climate, the protection
 
of the natural environment,
 
its contribution to addressing societal challenges at large, the prosperity
of its
 
own
 
people,
 
its contribution
 
to raising
 
business
 
capacity
 
in the
 
markets
 
where
 
the
 
Bank operates,
 
and the
 
internal
processes that build and secure
 
the confidence of its stakeholders.
 
Eurobank has designed, approved
 
and currently implements the
 
Sustainability Strategy including targets and commitments
along the two key pillars:
A. Operational Impact Strategy
 
The
 
Operational
 
Impact
 
Strategy
 
defines
 
the
 
Bank’s
 
operational
 
sustainability
 
priorities
 
and
 
objectives,
 
and
 
is
 
deployed
along three strategic pillars, each of which is supported by
 
a specific objective, commitments and targets:
Environmental
 
Impact:
 
Minimising
 
negative
 
impact
 
in
 
its
 
operations
 
to
 
promote
 
environmental
 
stewardship
 
and
attain climate neutrality.
Societal Impact: Providing a diverse and inclusive environment
 
for its people and clients, while fostering sustainable
development and prosperity
 
for the benefit of society.
Governance
 
and Business Impact: Focusing
 
on building ESG awareness,
 
internally and across
 
its value chain, while
intensifying its efforts for
 
ethics and transparency
B. Financed Impact Strategy
The Bank’s Financed
 
Impact Strategy
 
sets targets and commitments
 
addressing the
 
impact arising from the
 
Bank’s lending
and investing activities to specific sectors and clients and focuses on:
Clients’ engagement and awareness to adapt their
 
business so as to address climate change challenges.
Actions for supporting clients in their
 
transition efforts
 
towards a more sustainable economic environment.
Enablers and tools, such as frameworks
 
and products, to underpin sustainable financing.
 
Assessment and management of sustainability material
 
exposures and risks.
10.2
Sustainability Policies & Frameworks
Eurobank has
 
taken action
 
towards updating
 
its Sustainability Policy
 
Framework,
 
to outline the
 
approach for
 
adherence
 
to
applicable regulatory
 
requirements
 
and voluntary
 
initiatives
 
as well
 
as adopted standards
 
and guidelines,
 
thus enabling
 
a
contemporary
 
and
 
continuously
 
updated
 
approach
 
towards
 
Sustainability,
 
in
 
line
 
with
 
international
 
best
 
practice.
 
The
Sustainability
 
Policy
 
Framework
 
sets
 
the
 
foundation
 
towards
 
the
 
integration
 
of
 
Sustainability
 
principles
 
into
 
Eurobank’s
business model and operations.
Focusing
 
on the social
 
aspect of Sustainability,
 
Eurobank has
 
taken actions
 
that outline
 
its corporate
 
values, principles and
commitments by issuing the
 
Human Rights Statement, the
 
Diversity, Equity
 
and Inclusion Policy as well
 
as the Policy
 
against
Harassment and Violence in Workplace. In order to further enhance its
 
efforts against Harassment and Violence in Workplace,
the
 
Bank has
 
introduced
 
a relevant
 
focused
 
training
 
program
 
to all
 
employees.
 
This
 
approach
 
outlines
 
zero-tolerance
 
for
various
 
types
 
of
 
violation
 
and
 
discrimination
 
as
 
well
 
as
 
for
 
the
 
equal
 
opportunities
 
with
 
fairness
 
and
 
meritocracy
 
and
irrespective of gender, nationality,
 
age or other traits throughout the entire employee life cycle (i.e. recruitment and selection,
learning, performance,
 
talent and career development,
 
reward management).
Moreover,
 
Eurobank
 
has
 
developed
 
and
 
implements
 
three
 
guiding
 
frameworks,
 
defining
 
the
 
approach
 
and
 
criteria
 
for
classifying its financing and investing activities as sustainable:
its
 
Sustainable
 
Finance
 
Framework
 
(SFF),
 
which
 
supports
 
the
 
identification
 
of
 
sustainable/green
 
financing
opportunities
 
and
 
provides
 
a
 
clear
 
and
 
comprehensive
 
methodology
 
for
 
classifying,
 
monitoring
 
and
 
reporting
sustainable financing.
its Green
 
Bond Framework.
 
The
 
Framework,
 
which has
 
been
 
externally
 
reviewed
 
by
 
an established
 
second-party
opinion provider,
 
facilitates
 
the
 
financing of
 
projects
 
that
 
will deliver
 
environmental
 
benefits to
 
the
 
economy and
support Bank’s business strategy and vision,
its
 
Sustainable
 
Investment
 
Framework,
 
which
 
describes
 
the
 
Bank’s
 
potential
 
sustainable
 
investment
approaches/strategies
 
and
 
the
 
process
 
for
 
selection
 
of
 
eligible
 
investments,
 
based
 
on
 
criteria
 
observed
 
in
international market practices,
 
frameworks
 
and guidelines.
The above-mentioned
 
frameworks
 
enable the Bank to pursue economic growth
 
in line with sustainable criteria.
These
 
frameworks
 
are
 
complemented
 
by
 
the
 
adopted
 
Environmental
 
Policy,
 
Energy
 
Management
 
Policy
 
and
 
Water
Management Policy,
 
aiming to protect
 
the environment
 
in all aspects of
 
its operations.
 
In line with
 
these policies,
 
the Bank
applies certified management systems, in accordance
 
with international standards,
 
such as an Environmental Management
System (ISO 14001, EMAS) and an Energy Management System (ISO 50001).
 
 
 
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10.3
Stakeholders engagement and double materiality
 
assessment
 
An integral
 
part of Eurobank's
 
approach to
 
Sustainability is
 
to foster
 
strong relationships
 
of trust, cooperation
 
and mutual
benefit with all stakeholders affected
 
by its activities, directly or indirectly.
 
Eurobank promotes two
 
-way communication and
develops ongoing dialogue with stakeholders,
 
to be able to actively meet the expectations, concerns and issues raised by all
its stakeholders.
 
A more
 
detailed presentation
 
of the
 
cooperation
 
framework,
 
expectations
 
and means
 
of communication
and response for each stakeholder
 
group is included in the Annual Report 2023 – Business & Sustainability.
In
 
2023,
 
Eurobank
 
marked
 
the
 
early
 
adoption
 
and
 
implementation
 
of
 
the
 
Double
 
Materiality
 
Assessment,
 
highlighting
 
a
critical turning
 
point in
 
its sustainability
 
path under
 
the new
 
European Sustainability
 
Reporting Standards
 
(ESRS), which
 
is
the key process used to define the Annual
 
Report 2023 –
 
Business & Sustainability
 
content. In this
 
context, the Bank identified,
assessed, prioritized
 
and validated the
 
Environmental,
 
Social and Governance
 
(ESG) impacts arising
 
from its
 
activities and
also assessed risks and opportunities that
 
may have material
 
financial influence on Eurobank,
 
throughout its value
 
chain. In
this context, Eurobank has adopted a forward
 
-thinking approach by incorporating
 
the concept of Double Materiality into its
operational and financed activities. The methodology was
 
carried out in 4
 
phases, namely i.
 
Understanding the organization’s
context and value chain, ii. Identifying impacts, risks
 
and opportunities (IROs), iii. Assessing impacts, risks and
 
opportunities,
and iv. Prioritizing
 
and validating material topics and IROs. As per
 
the final stage of the double materiality
 
and as informed
by the results of the impact and financial materiality assessment
 
process, a list of topics was prioritized as material, which in
turn formed
 
the
 
basis for
 
determining
 
the
 
contents of
 
the
 
Annual Report
 
2023 –
 
Business &
 
Sustainability,
 
as well
 
as the
disclosures of relevant key
 
performance
 
indicators. Further
 
details regarding the
 
aforementioned
 
process and its results
 
are
embedded in the Annual Report 2023 – Business & Sustainability.
Governance
Sustainability
 
at
 
Eurobank
 
is
 
deployed
 
across
 
a
 
Governance
 
structure
 
that
 
addresses
 
both
 
regulatory
 
requirements
 
and
voluntary
 
commitments.
 
Board
 
oversight
 
with respect
 
to the
 
Sustainability Strategy
 
is addressed
 
through
 
the
 
inclusion
 
of
sustainability items in the Board Meetings agenda, as per international best practice. The
 
Group applies the elements of the
Three Lines of Defense
 
(3LoD) model for the
 
management of Sustainability risks and aspects. The
 
3LoD model enhances risk
management
 
and
 
control
 
by
 
clarifying
 
roles
 
and
 
responsibilities
 
within
 
the
 
organization.
 
Eurobank’s
 
Sustainability
Governance model
 
ensures that the management
 
of relevant Sustainability risks is integrated
 
into the Bank’s Three
 
Lines of
Defense.
 
Additionally,
 
the
 
Group
 
Senior
 
Sustainability
 
Officer
 
(GSSO)
 
plays
 
a
 
key
 
role
 
in
 
leading
 
and
 
coordinating
 
the
Group’s
 
sustainability initiatives,
 
reporting directly to
 
the senior
 
management and Board
 
for sustainability matters
 
and the
Group
 
Sustainability
 
Coordination
 
Office
 
serves
 
as
 
the
 
Secretary
 
of
 
the
 
Sustainability
 
Management
 
Committee.
 
The
Sustainability Governance
 
structure aims
 
to further
 
enhance effective
 
oversight of
 
sustainability matters
 
at Management
 
/
Board level, support the
 
roll out of its Sustainability Strategy
 
and the integration
 
of Sustainability risks.
 
In that context,
 
the Group
 
Sustainability Risk (GSR)
 
is responsible for
 
managing and monitoring Sustainability
 
risks, for
 
the
implementation of the
 
Climate related and Environmental
 
risks roadmap, designing, along with Business
 
and Risk Units, the
Financed Impact Strategy and monitoring
 
of its implementation thereof. Moreover,
 
the Eurobank Holdings / Eurobank Boards
have
 
assigned an
 
executive
 
member
 
as the
 
responsible
 
Board Member
for
 
climate and
 
environmental
 
risks
. This
 
member
provides
 
updates to
 
the
 
Board
 
Risk Committees
 
(BRC) at
 
least semi-annually.
 
As outlined
 
in their
 
Terms
 
of Reference,
 
the
BRC is responsible for overseeing
 
(among others) sustainability issues, including sustainability risks.
A
 
dedicated
 
Sustainability
 
Management
 
Committee
 
(SMC)
 
complements
 
the
 
Sustainability
 
Governance
 
model.
 
The
 
SMC
provides strategic
 
direction on sustainability
 
initiatives, reviews
 
the Sustainability Strategy,
 
Net Zero
 
targets and transition
plans
 
prior
 
to
 
approval,
 
integrates
 
the
 
elements
 
of
 
the
 
Sustainability
 
Strategy
 
and
 
the
 
Net
 
Zero
 
commitments,
 
into
Eurobank’s
 
business
 
model
 
and
 
operations,
 
approves
 
changes
 
in
 
eligible
 
assets
 
of
 
Green
 
Bond
 
and
 
Sustainable
 
Finance
Frameworks,
 
regularly
 
measures
 
and analyzes
 
the
 
progress
 
of the
 
Sustainability Strategy
 
goals and
 
performance
 
targets,
ensures
 
the
 
proper
 
implementation
 
of
 
Sustainability-related
 
policies
 
and
 
procedures,
 
in
 
accordance
 
with
 
supervisory
requirements and voluntary
 
commitments.
A dedicated
 
Group Sustainability
 
Unit (GSU)
 
is responsible
 
for
 
managing and
 
coordinating
 
sustainability strategy
 
related
issues, for the development of action plans
 
for the Bank's Net Zero portfolio strategies, as well as for monitoring
 
sustainability
performance
 
and coordinating
 
sustainability-linked
 
activities that
 
enhance
 
the
 
Group’s
 
Impact. In
 
this context,
 
the
 
Unit is
responsible for
 
facilitating the
 
development
 
of the
 
Sustainability data
 
framework
 
to coordinate
 
and prepare
 
external and
internal
 
Sustainability-related
 
reports.
 
Finally,
 
Group
 
Sustainability
 
Risk
 
is
 
responsible
 
for
 
managing
 
and
 
monitoring
sustainability risks,
 
for
 
acting as
 
a PMO
 
office
 
for
 
implementing the
 
sustainability risks
 
roadmap,
 
and for
 
designing, along
with the GSU and Business Units, and monitoring the
 
Financed Impact Strategy.
10.4
Reporting and Transparency
HoldCo/Bank
 
issues
 
its
 
Annual
 
Report
 
 
Business
 
&
 
Sustainability
 
with
 
a
 
view
 
to
 
fully
 
inform
 
its
 
stakeholders
 
about
 
its
performance
 
in
 
the
 
sustainable
 
development
 
pillars
 
(economy,
 
society,
 
environment).
 
The
 
publication
 
is
 
prepared
 
in
accordance with the Global Reporting Initiative (GRI) Standards (2021), applying the reporting principles (accuracy, balance,
clarity,
 
comparability,
 
completeness,
 
sustainability
 
context,
 
timeliness,
 
verifiability).
 
This
 
reporting
 
approach
 
aims
 
at
providing comprehensive
 
and transparent information
 
to stakeholders, relates
 
to Eurobank’s response to their
 
expectations
and interests, and invests in continuously promoting open dialogue with them.
 
Through the
 
Report, Euroban/HoldCo provide
full
 
disclosure
 
on
 
sustainability
 
impacts
 
such
 
as
 
environmental
 
performance,
 
energy
 
and
 
emissions,
 
social
 
impact
 
and
corporate governance, information regarding the
 
Bank’s initiatives, while addressing
 
all material stakeholder interests across
 
 
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the sustainability spectrum.
 
The Annual
 
Report - Business &
 
Sustainability is accessible
 
to all interested
 
parties through
 
the
corporate website. Additionally,
 
besides the sustainability reporting frameworks of the
 
GRI sectoral supplement on Financial
Services, the SASB Commercial
 
Banks Standard, as well as the Athens
 
Stock Exchange (ATHEX) ESG Reporting Guide (2024)
have been considered,
 
while the materiality
 
assessment was conducted in
 
accordance with
 
the ESRS standards.
 
This report
also incorporates the 10 Principles of the United Nations Global Compact (UNGC), as well as the Accountability AA1000 2018
Principles. The sustainability-related
 
disclosures in the report are assured
 
by a competent assurance provider
 
in accordance
with the AA1000 Assurance Standard (version
 
3) and related Principles for inclusivity, materiality,
 
responsiveness and impact,
as per
 
the
 
independent
 
auditor’s
 
Limited Assurance
 
Report which
 
is disclosed
 
as part
 
of the
 
Annual Report
 
– Business
 
&
Sustainability.
 
In addition, the
 
Holdco/Bank reports
 
disclosures as required
 
by the
 
EU Taxonomy
 
(Regulation (EU)
 
2020/852
of
 
the
 
European
 
Parliament
 
and
 
of
 
the
 
Council).
 
Specifically,
 
upon
 
reviewing
 
its
 
business
 
activities,
 
to
 
align
 
taxonomy
reporting with its core activities, provides the key performance
 
indicators (KPIs) and other disclosure requirements
 
related to
its dominant financial undertakings as laid down in Article 10 of the Art. 8 Delegated Act. Furthermore, in the context of Pillar
III disclosures on ESG risks, Holdco/Bank discloses sustainability risk information on a semi-annual basis. Moreover,
 
Eurobank
is publishing its Task Force
 
on Climate-related Financial Disclosures (TCFD) Climate - related & Environmental Risk Report on
an
 
annual
 
basis.
 
Also,
 
the
 
Bank's
 
GHG
 
financed
 
emissions
 
for
 
loans,
 
bonds
 
and
 
shares
 
positions,
 
following
 
the
 
PCAF
methodology,
 
were disclosed.
 
Furthermore,
 
the
 
Bank’s
 
environmental
 
and
 
energy
 
management
 
performance,
 
with
 
respect
 
to
 
the
 
improvement
 
of
 
its
operational
 
footprint,
 
is monitored
 
through
 
specific indicators
 
and associated
 
targets
 
disclosed also
 
in the
 
Environmental
Report (EMAS). This constitutes an environment and energy monitoring and self-improvement tool, in line with commitments,
regulated by
 
applicable standards,
 
audited & verified
 
by independent
 
third party.
 
Within
 
the EMAS
 
Report framework,
 
the
Bank discloses the Green House
 
Gas emissions record in
 
line with the ISO 14064
 
standard, as verified by external
 
independent
party and in line with the provisions
 
of the national Climate
 
Law.
 
Moreover,
 
Holdco/Bank actively
 
participates in
 
internationally
 
recognized Sustainability ratings
 
to highlight the
 
continuous
improvement
 
in
 
its
 
environmental,
 
social
 
and
 
governance
 
performance,
 
upgrade
 
the
 
relevant
 
disclosures,
 
and
 
further
enhance investor confidence in its practices.
 
11
Other information
 
required by Directive
 
2004/25/EU
The elements c), d), f), h), and i) of paragraph 1, Article 10 of
 
Directive 2004/25/EC of the European Parliament and the Council
have been
 
incorporated
 
into elements
 
c), d),
 
e), g),
 
and h)
 
of Article
 
4, Paragraph
 
7 of
 
Law 3556/2007.
 
These
 
elements are
included
 
and referenced
 
in the
 
Report
 
of the
 
Directors,
 
of which
 
the
 
present
 
Corporate
 
Governance
 
Statement
 
forms
 
an
integral part.
 
 
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SUSTAINABILITY STATEMENT
Index to the Sustainability Statement ................................
 
................................
 
................................
 
................................
 
................................
 
.............Page
1.
 
General information
1.1
 
Basis for preparation ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
............. 2
1.2
 
Disclosures in relation to specific circumstances ................................
 
................................
 
................................
 
................................
 
..................... 2
1.3
 
Governance
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
.
 
2
1.4
 
Strategy - Company,
 
business model and stakeholder engagement ................................
 
................................
 
................................
 
......... 12
1.5
 
Materiality analysis and results according to the
 
concept of double materiality ................................
 
................................
 
................ 21
2.
 
Environmental information
2.1
 
Disclosures under Article 8 of Regulation (EU) 2020/852 ................................
 
................................
 
................................
 
................................
 
.
 
35
2.2
 
Climate change
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
...................... 38
2.3
 
Biodiversity and ecosystems ................................
 
................................
 
................................
 
................................
 
................................
 
........................... 58
2.4
 
Integration of sustainability in risk management ................................
 
................................
 
................................
 
................................
 
................ 60
2.5
 
Sustainable financing and investment offerings
 
................................
 
................................
 
................................
 
................................
 
.................. 65
3.
 
Social information
3.1
 
Own workforce ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
........................ 72
3.2
 
Consumers and end-users ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
88
3.3
 
Fostering innovation ................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
............ 94
3.4
 
Financial inclusion
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
................
 
100
4.
 
Governance information
4.1
 
Business conduct
 
................................
 
................................
 
................................
 
................................
 
................................
 
................................
 
.................. 106
4.2
 
Data security and customer privacy
 
................................
 
................................
 
................................
 
................................
 
................................
 
............
 
112
APPENDIX – Disclosures under Article 8 of Regulation (EU) 2020/852 ................................................................
 
................................
 
................. 116
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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1
 
General Information
1.1
 
Basis for Preparation
General basis for preparation of sustainability statements [BP-1]
This sustainability statement for the fiscal year ended 31 December 2024, has been prepared on a consolidated basis.
 
The scope of the statement covers the same scope of consolidation as the Financial Statements.
 
For the purpose
 
of this sustainability statement
 
the below definition is
 
incorporated: the Eurobank Holdings
 
Group (the Group)
consists mainly of Eurobank S.A. (Eurobank or Bank) and its subsidiaries (the Eurobank or Bank Group).
This sustainability statement
 
covers the upstream
 
and downstream value
 
chain to the
 
following extent: The upstream
 
value
chain includes key suppliers such as those providing IT
 
hardware, office supplies, energy, and capital, as well as the regulatory
and voluntary
 
frameworks provided
 
by bodies
 
like the
 
European Central
 
Bank (ECB),
 
the European
 
Banking Authority
 
(EBA),
and the
 
Single Resolution Board
 
(SRB). The
 
downstream
 
value
 
chain
 
includes
 
Eurobank's
 
corporate
 
and
 
retail
 
clients
 
who
benefit from financing, investment banking, advisory services, and leasing solutions.
 
The value chain
 
has been
 
considered in
 
the materiality assessment
 
to identify material
 
impacts, risks, and
 
opportunities by
evaluating the key activities and stakeholders
 
in both the upstream and downstream
 
segments, including the environmental
and social impacts of suppliers and
 
customers. Moreover, Eurobank’s policies, actions, and targets extend
 
to Eurobank’s value
chain
 
as
 
far
 
as
 
suppliers,
 
corporate
 
and
 
retail
 
clients,
 
ensuring
 
sustainability
 
considerations
 
are
 
integrated
 
into
 
decision-
making processes for financing, capital
 
markets, and real estate. Finally,
 
when disclosing metrics, upstream data
 
on supplier
performance and
 
downstream data
 
related to
 
customer engagement
 
in sustainable
 
financing has
 
been considered
 
along
with assessments of Sustainability risks tied to both the upstream and downstream sectors.
1.2
 
Disclosures in relation to specific circumstances
 
[BP-2].
Eurobank has adopted the
 
following
 
time-horizons as defined in ESRS 1 : 6.4 Definition of short-, medium
 
-
 
and long-term for
reporting purposes:
for
 
the
 
short-term
 
time
 
horizon:
 
the
 
period
 
adopted
 
by
 
the
 
undertaking
 
as
 
the
 
reporting
 
period
 
in
 
its
 
financial
statements.
for the medium-term time horizon: from the end of the short-term reporting period defined above up to 5 years; and
 
for the long-term
 
time horizon: more than 5 years.
1.3
Governance
1.3.1
The role
 
of the administrative,
 
management and supervisory bodies [ESRS 2 GOV
 
-1]
Eurobank
 
Holding’s
 
/
 
Eurobank’s
 
Board
 
of
 
Directors
 
(BoD)
 
is
 
comprised
 
of
 
3
 
executive
 
members,
 
and
 
10
 
non-executive
members.
 
The
 
members
 
of
 
the
 
Board
 
of
 
Directors
 
and
 
relevant
 
Committees
 
possess
 
experience
 
relevant
 
to
 
the
 
sectors,
products and geographic locations
 
of the undertaking:
Summary of Board Experience and Skills Matrix
Name
Position
Link to the Board of Directors CVs
Georgios Zanias
Chairperson, Non-Executive Director
Georgios Zanias CV
Fokion
 
Karavias
Chief Executive Officer
Fokion
 
Karavias CV
Kostas Vassiliou
Deputy Chief Executive Officer
Kostas Vassiliou
 
CV
Stavros Ioannou
Deputy Chief Executive Officer
Stavros Ioannou CV
Bradley Paul Martin
Non-Executive Director
Bradley Paul Martin CV
Rajeev Kakar
Non-Executive Independent Director
Rajeev Kakar CV
Alice Gregoriadi
Non-Executive Independent Director
Alice Gregoriadi CV
Jawaid Mirza
Non-Executive Independent Director
Jawaid Mirza CV
Rena Rouvitha Panou
Non-Executive Independent Director
Rena Rouvitha Panou CV
Cinzia Basile
Non-Executive Independent Director
Cinzia Basile CV
Burkhard Eckes
Non-Executive Independent Director
Burkhard Eckes CV
John Arthur Hollows
Non-Executive Independent Director
John Arthur Hollows CV
Evan Kotsovinos
Non-Executive Independent Director
Evan Kotsovinos CV
For more information,
 
please refer to Corporate
 
Governance Statement
 
.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Board of Directors and Board
 
Committees - Eurobank Holdings and Eurobank
Directors
Board of
Directors
Audit
Committee
Board Risk
Committee
Nomination
and
Corporate
Governance
Committee
Remuneration
Committee
Board Digital
and
Transformation
Committee
(1)
Gender
Nationality
Georgios
Zanias
Chairperson,
Non-
Executive
Director
Member
Male
Hellenic
Fokion
 
Karavias
Chief
Executive
Officer
Male
Hellenic
Kostas
Vassiliou
Deputy Chief
Executive
Officer
Male
Hellenic
Stavros
Ioannou
Deputy Chief
Executive
Officer
 
Member
Male
Hellenic
Bradley Paul
Martin
Non-
Executive
Director
Male
Canadian
Rajeev Kakar
Non-
Executive
Independent
Director
Member
Chairperson
Member
Male
Indian
Alice
Gregoriadi
Non-
Executive
Independent
Director
Member
Member
Chairperson
Female
Hellenic
Jawaid Mirza
Non-
Executive
Independent
Director
Vice
Chairperson
Member
Member
Male
Canadian
Rena Rouvitha
Panou
Non-
Executive
Independent
Director
Member
Chairperson
Member
Female
Cypriot
Cinzia Basile
Non-
Executive
Independent
Director
Member
Chairperson
Member
Female
Italian
Burkhard
Eckes
Non-Executive
Independent
Director
Chairperson
Member
Member
Male
German
John Arthur
Hollows
Non-Executive
Independent
Director
Vice
Chairperson
Member
Member
Male
British
Evan
Kotsovinos
Non-Executive
Independent
Director
Member
Member
Member
Male
Hellenic
Total Number
of Members
13
5
5
4
5
5
(1)
 
Eurobank SA
As
 
presented
 
above,
 
Eurobank
 
Holding’s
 
Board
 
is
 
comprised
 
of
 
3
 
female
 
board
 
members,
 
and
 
10
 
male
 
board
 
members.
Female
 
representation
 
as mandated
 
by the
 
Greek Corporate
 
Governance
 
Law 4706/2020
 
is set
 
at a
 
minimum 25%
 
of the
total board membership.
 
In cases of a fraction, the
 
percentage is rounded
 
to the previous integer.
 
For
 
a BoD
 
comprising 13
 
members,
 
this translates
 
to 3.25,
 
which, after
 
rounding
 
down,
 
means at
 
least 3
 
female
 
members.
Currently,
 
Eurobank
 
is compliant with
 
this requirement,
 
as its Board
 
includes 3 female
 
members: Ms.
 
Rena Rouvitha
 
Panou,
Ms. Cinzia Basile, and Ms. Alice Gregoriadi.
 
Moreover,
 
62% of the
 
total BoD members
 
are independent. The
 
executive BoD members
 
are representing
 
the employees
 
of
the Group in the
 
Board of Directors.
Sustainability Governance
Eurobank
 
Group has
 
established the
 
Sustainability Management Committee
 
(Sustainability ManCo -
 
SMC). The
 
purpose of
the Sustainability ManCo is to:
provide strategic
 
direction on sustainability initiatives,
 
review and approve
 
the Sustainability Strategy,
 
Net Zero targets and transition
 
plans,
 
 
 
doc1p92i0
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ensure
 
that
 
the
 
elements
 
of
 
the
 
Sustainability
 
Strategy
 
and
 
the
 
Net
 
Zero
 
commitments
 
are
 
integrated
 
into
 
the
Group’s business model & operations,
approve changes in eligible assets of Green
 
Bond and Sustainable Finance Frameworks,
 
regularly measure and analyze the
 
progress of the Sustainability Strategy
 
goals and performance
 
targets,
 
ensure the proper
 
implementation of sustainability-related
 
policies and procedures,
 
in accordance with
supervisory requirements and voluntary
 
commitments.
The
 
Committee
 
includes
 
senior
 
management
 
roles
 
such
 
as
 
the
 
Deputy
 
CEO,
 
Group
 
Chief
 
Operating
 
Officer
 
(COO)
 
&
International Activities (Chairperson),
 
Deputy CEO, Head of Corporate & Investment
 
Banking, Deputy CEO, Head of Retail &
Digital Banking, Group Chief Risk Officer,
 
Group Senior Sustainability Officer,
 
Group Chief Financial Officer,
 
Group Chief HR
Officer
 
and
 
several
 
other
 
senior
 
leaders
 
from
 
Legal
 
Services,
 
Strategy,
 
Markets,
 
International
 
Activities,
 
Compliance,
 
and
Marketing
 
& Corporate
 
Communications
 
Group
 
units.
 
The
 
Group
 
Senior
 
Sustainability
 
Officer
 
(GSSO)
 
plays a
 
key
 
role
 
in
leading and coordinating
 
the Group’s
 
sustainability initiatives,
 
reporting directly
 
to the
 
senior management
 
and Board
 
for
sustainability matters and the Group Sustainability Coordination
 
Office serves as the Secretary
 
of the Sustainability ManCo.
Sustainability
 
ManCo’s
 
responsibilities
 
are
 
clearly
 
outlined
 
in
 
the
 
Terms
 
of
 
Reference,
 
which
 
guide
 
its
 
work,
 
including
approving
 
and monitoring
 
Sustainability Strategy,
 
Net Zero
 
commitments, targets,
 
action and
 
transition
 
plans, as
 
well
 
as
Sustainability
 
Frameworks
 
(e.g.
 
Green
 
Bond
 
Framework)
 
and
 
Policies,
 
ensuring
 
that
 
sustainability-related
 
projects
 
and
initiatives align with Sustainability Strategy
 
targets, objectives, Net Zero
 
commitments and sustainability-related KPIs.
Sustainability
 
at
 
Eurobank
 
is
 
deployed
 
across
 
a
 
Governance
 
structure
 
that
 
addresses
 
both
 
regulatory
 
requirements
 
and
voluntary
 
commitments. Board
 
oversight,
 
with respect
 
to the
 
Sustainability Strategy,
 
is addressed
 
through
 
the
 
inclusion of
sustainability items in
 
the Board
 
Meetings agenda, as
 
per international
 
best practice.
 
The Group’s
 
Governance
 
structure is
introducing and defining the roles and responsibilities in relation to sustainability risks, embedding
 
regulatory guidelines and
market practices.
Additionally,
 
the
 
Group
 
applies
 
the
 
Three
 
Lines
 
of
 
defense
 
model,
 
which
 
clarifies
 
the
 
roles
 
of
 
each
 
line
 
in
 
managing
sustainability risks. This model,
 
through structured policies, further delineates duties across each line, ensuring
 
that each body
and individual within the organisation
 
has a defined responsibility for managing sustainability impacts, mitigating risks and
leveraging opportunities within their operational
 
scope. The Sustainability Governance structure aims to further enhance the
effective
 
oversight
 
of
 
sustainability
 
matters
 
at
 
Management/Board
 
level,
 
through
 
direct
 
reporting
 
lines.
 
The
 
GSSO
 
as
represented in the
 
chart, along with the
 
Senior Risk Executive
 
Officer,
 
co-manages Group Sustainability Risk,
 
which involves
coordinating sustainability efforts and ensuring the
 
integration of sustainability principles
 
across the organisation. The GSSO
plays a
 
critical
 
role
 
in embedding
 
sustainability into
 
the
 
Group’s
 
strategic
 
decision-making,
 
ensuring that
 
sustainability is
considered in policies and operational
 
strategies.
 
Eurobank
 
enhanced
 
its sustainability
 
Governance
 
model and
 
supported the
 
roll
 
out of
 
its Sustainability
 
Strategy
 
and the
integration of sustainability risks.
Enhanced Governance Structure
 
and Committees:
Oversight
 
of
 
sustainability
 
risks
 
at
 
management
 
body
 
level
 
through
 
allocation
 
of
 
responsibilities
 
to
 
Board
 
and
management
 
committees.
 
Specifically,
 
Chairman
 
of
 
the
 
SMC
 
is
 
the
 
Deputy
 
Chief
 
Executive
 
Officer,
 
Group
 
Chief
Operating Officer
 
(Group COO) & International Activities.
A Board Member has been appointed as the overall
 
responsible for climate-related
 
and environmental risks.
Establishment
 
of
 
2
 
Committees
 
that
 
supplement
 
the
 
governance
 
arrangements
 
on
 
sustainability
 
risk,
 
i.e.
Sustainability Management Committee and Climate Risk Stress Test
 
Committee.
 
 
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Appointment of Group Senior Sustainability Officer
 
to lead the Group’s
 
sustainability initiatives.
Integration of Sustainability Risk Management
 
across the 3 lines:
Dedicated
 
teams within
 
the
 
CIB
 
and Retail
 
Banking Units
 
for
 
overseeing
 
sustainability and
 
sustainable financing
activities.
 
Automated process established
 
to assess and classify sustainable financing opportunities.
 
Group
 
Sustainability
 
Unit
 
responsible
 
for
 
managing
 
and
 
coordinating
 
sustainability
 
strategy
 
related
 
issues,
 
the
development
 
of
 
action
 
plans
 
for
 
the
 
Group’s
 
Net
 
Zero
 
portfolio
 
strategies,
 
as
 
well
 
as
 
monitoring
 
sustainability
performance
 
and coordinating sustainability-linked
 
activities that enhance
 
the Group’s
 
Impact. In this
 
context, the
Unit is responsible for facilitating the
 
development of the Sustainability data framework
 
to coordinate and prepare
external and internal sustainability-related
 
reports.
 
Group
 
Sustainability Risk
 
responsible
 
for
 
managing and
 
monitoring
 
sustainability
 
risks,
 
acting as
 
PMO
 
office
 
for
implementing
 
the
 
sustainability
 
risks
 
roadmap
 
and
 
monitoring
 
the
 
Sustainability
 
Strategy,
 
and
 
preparing
 
and
maintaining the Bank’s Sustainability risk
 
management policies, processes and methodologies, in collaboration with
the Group Sustainability Unit, Business
 
and Risk Units.
 
Intensive training on sustainability,
 
sustainable finance and sustainability risk topics to Group personnel.
The roles
 
and responsibilities of the key governance
 
bodies / committees / units-functions are outlined below.
Supervisory bodies:
Eurobank Holdings / Eurobank
 
Board of Directors (BoDs/Boards)
 
Eurobank Holdings
 
/ Eurobank
 
Boards’ role
 
is to offer
 
entrepreneurial leadership
 
to the Group
 
in the context of prudent
 
and
effective
 
controls
 
facilitating
 
the
 
assessment
 
and
 
management
 
of
 
risks.
 
The
 
Boards,
 
establish
 
the
 
Group’s
 
strategic
objectives, ensure the
 
availability of essential financial and human resources for the
 
Group to fulfil its purpose, and evaluate
management
 
performance.
 
The
 
Boards
 
define
 
the
 
Group’s
 
values
 
and
 
standards,
 
ensuring
 
that
 
its
 
responsibilities
 
to
shareholders and others
 
are acknowledged and
 
fulfilled. All members
 
of the Boards
 
are required
 
to act in the
 
best interests
of the Group, aligning with their legal
 
duties. The Eurobank Holdings
 
/ Eurobank Boards have assigned an executive
 
member
as the Board Member responsible
 
for climate-related
 
and environmental risks. As part of its duties, this member
 
updates, at
least on
 
a semi-annual
 
basis,
 
the
 
Eurobank
 
Holdings /
 
Eurobank
 
Board
 
Risk Committees
 
(BRC), which,
 
in accordance
 
with
their
 
Terms
 
of Reference,
 
are
 
responsible
 
for
 
overseeing
 
(among others)
 
the
 
sustainability
 
risks.
 
As per
 
international
 
best
practices,
 
effective
 
Board
 
oversight
 
with
 
respect
 
to
 
the
 
Group’s
 
Sustainability
 
Strategy
 
is
 
also
 
safeguarded
 
through
 
the
regular inclusion of Sustainability items in the agendas of Board
 
Meetings.
 
Eurobank Holdings / Eurobank
 
Board Risk Committee (BRC)
The Eurobank Holdings / Eurobank Board Risk
 
Committee (BRC), among
 
others, oversees the implementation of the strategies
for capital and liquidity management, as well as for all material
 
risks of the Group, including sustainability risks, as identified
through the
 
Risk Identification
 
and Materiality
 
Assessment (RIMA)
 
process and
 
listed in the
 
relevant RIMA
 
report, to assess
their
 
adequacy
 
against
 
the
 
approved
 
risk
 
appetite
 
and
 
strategy.
 
In
 
addition,
 
the
 
BRC
 
determines,
 
among
 
others,
 
the
principles which govern risk management
 
(including sustainability risks) across the
 
Group in terms of identifying, measuring,
monitoring, controlling and mitigating risks. To
 
this end, the Committee approves
 
risk principles, risk policies, risk procedures
and risk methodologies,
 
and the
 
Specific Risk
 
Management Frameworks
 
and policies
 
(e.g. Sustainability Risk
 
Management
Policy)
Audit Committee
In
 
line
 
with
 
the
 
stipulation
 
of
 
the
Law
 
5164
 
(Article
 
43),
 
Audit
 
Committee
 
(AC)
 
has
 
been
 
entrusted
 
with
 
additional
responsibilities concerning the
 
submission and assurance
 
of the Sustainability Statement.
 
The Audit Committee
 
informs the
Board of
 
Directors about
 
the outcome
 
of the
 
statutory audit
 
and the
 
assurance
 
of the
 
sustainability statement.
 
It explains
how these
 
processes
 
contributed to the
 
integrity of the
 
financial and sustainability
 
information
 
and clarifies the
 
role
 
of the
Audit Committee during this process
 
Management bodies:
Eurobank Management
 
Risk Committee (MRC)
 
The
 
Eurobank
 
Management
 
Risk
 
Committee
 
(MRC)
 
is
 
responsible
 
for
 
overseeing
 
the
 
risk
 
management
 
framework
 
of
Eurobank. As part of its responsibilities, the MRC facilitates reporting to the BRC on a wide range of risk-related topics under
its purview,
 
including sustainability
 
risks. The
 
MRC ensures
 
that material
 
risks are
 
identified and promptly
 
escalated to
 
the
BRC and
 
that the
 
necessary policies
 
and procedures
 
are in
 
place to
 
prudently manage
 
risk and
 
to comply
 
with regulatory
requirements.
Eurobank Sustainability Management
 
Committee (Sustainability ManCo-SMC)
 
The
 
Eurobank
 
Sustainability
 
ManCo
 
provides
 
strategic
 
direction
 
on
 
sustainability
 
initiatives,
 
reviews
 
the
 
Sustainability
Strategy,
 
Net Zero
 
targets and
 
transition
 
plans prior
 
to approval,
 
ensures that
 
the
 
elements of
 
the Sustainability
 
Strategy
and the
 
Net Zero
 
commitments are
 
integrated into
 
the Group’s
 
business model &
 
operations,
 
approves
 
changes in eligible
assets
 
of
 
Green
 
Bond
 
and
 
Sustainable
 
Finance
 
Frameworks,
 
regularly
 
measures
 
and
 
analyzes
 
the
 
progress
 
of
 
the
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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Sustainability
 
Strategy
 
goals
 
and
 
performance
 
targets
 
and
 
ensures
 
the
 
proper
 
implementation
 
of
 
sustainability-related
policies and procedures, in accordance with supervisory requirements
 
and voluntary commitments. It is chaired by the Board
Member responsible for climate
 
-related and environmental
 
risks.
Eurobank Climate Risk Stress
 
Test Committee (CRSTC)
 
The
 
Eurobank
 
Climate
 
Risk
 
Stress
 
Test
 
Committee
 
(CRSTC)
 
is
 
responsible
 
for
 
designing
 
and
 
executing
 
the
 
Group’s
 
CRST
Programme,
 
as
 
well
 
as
 
for
 
coordinating
 
all
 
activities
 
relating
 
to
 
Climate
 
Risk
 
Stress
 
Testing,
 
including
 
risk
 
identification,
scenario design
 
and stress
 
test execution,
 
and reviewing
 
and challenging
 
the output
 
at each
 
stage of
 
the
 
process
 
prior to
escalating to the Executive
 
Board.
Administrative bodies:
Group Senior Sustainability Officer
 
(GSSO)
 
The
 
Group
 
Senior
 
Sustainability
 
Officer
 
(GSSO)
 
is
 
responsible
 
for
 
leading
 
and
 
coordinating
 
the
 
Group’s
 
sustainability
initiatives, for both Operational and Financed Impact. GSSO
 
manages the Group Sustainability, co-manages, as
 
a secondary
reporting line,
 
along with
 
the Senior
 
Risk Executive
 
Officer
 
the Group
 
Sustainability Risk,
 
coordinates Sustainability
 
Center
of Excellence of
 
CIB and Retail and oversees
 
the sustainability programs
 
of international
 
subsidiaries. The role
 
of the GSSO
is to foster
 
a deep understanding
 
of sustainability principles
 
and practices
 
across the
 
organisation by
 
building a culture
 
of
sustainability
 
and
 
collaborating
 
together
 
with
 
senior
 
management
 
to
 
embed
 
sustainability
 
into
 
the
 
Group’s
 
strategic
decision-making processes. GSSO secures and allocates resources effectively
 
to support the Group’s sustainability initiatives
and advocates
 
for
 
necessary
 
investments
 
in sustainability
 
projects
 
and technologies.
 
GSSO serves
 
as the
 
liaison between
the
 
Group
 
and Market/External
 
Stakeholders,
 
closely monitoring
 
industry trends,
 
regulatory
 
changes and
 
best practices
 
in
sustainability and ensuring that the Group
 
remains at the forefront
 
of sustainability innovation and compliance.
Group Sustainability Unit
 
The
 
Group
 
Sustainability Unit
 
acts as
 
a custodian
 
of Sustainability
 
Principles and
 
Culture to
 
enhance the
 
Group’s
 
Impact,
and
 
as
 
a
 
cross-functional
 
coordinator
 
to
 
ensure
 
alignment
 
on
 
sustainability
 
issues
 
and
 
interdependencies,
 
as
 
well
 
as
compliance
 
with
 
relevant
 
existing and
 
upcoming
 
regulations.
 
Specifically,
 
the
 
Group
 
Sustainability
 
Unit
 
is responsible
 
for
managing
 
and
 
coordinating
 
sustainability
 
strategy
 
related
 
issues,
 
ensuring
 
alignment
 
of
 
subsidiaries'
 
programs
 
with
 
the
Group's
 
overall
 
sustainability
 
strategy
 
and
 
goals,
 
supporting
 
their
 
implementation
 
efforts.
 
The
 
Group
 
Sustainability
 
Unit
coordinates
 
the
 
development
 
of
 
action
 
plans
 
for
 
the
 
Group’s
 
Net
 
Zero
 
portfolio
 
strategies
 
and
 
ensures
 
the
 
aligned
development of corresponding plans for subsidiaries. It directs the actions of the Bank's units and subsidiaries
 
on sustainable
financing matters and provides advisory support on broader sustainability issues. The Unit facilitates the development of the
Sustainability data framework and promotes sustainability knowledge and culture. Furthermore, it coordinates and prepares
external and internal sustainability-related reports
 
in line with
 
applicable standards/regulations, in cooperation with involved
subject-matter
 
responsible
 
Units,
 
while
 
it
 
is
 
responsible
 
for
 
the
 
UNEP
 
FI
 
PRB
 
implementation.
 
Being
 
responsible
 
for
 
the
oversight of the Bank’s overall
 
sustainability performance, its key roles
 
include the centralized management of Sustainability
Ratings,
 
seeking
 
continuous
 
improvement
 
in
 
related
 
scores.
 
The
 
Group
 
Sustainability
 
Unit
 
also
 
manages
 
the
 
ISO
Management
 
Systems under
 
the
 
related
 
provisions
 
of equivalent
 
policies
 
and the
 
Sustainability Strategy,
 
supporting also
the
 
development
 
/ maintenance
 
of ISO
 
Management Systems
 
at Group
 
level,
 
where
 
applicable. It
 
collects, calculates
 
and
reviews
 
data,
 
in
 
line
 
with
 
the
 
associated
 
certified
 
ISO
 
Management
 
Systems,
 
while
 
it
 
also
 
ensures
 
implementation
 
of
corresponding initiatives (e.g. operational
 
net zero transition, energy
 
self-production, energy and emission monitoring, green
building certifications, recycling
 
and circular economy management).
Business Units
 
The Business Units –
 
Corporate and Investment Banking, and
 
Retail Banking –
 
are primarily involved in executing
 
all portfolio-
related
 
sustainable
 
activities,
 
including
 
the
 
implementation
 
of
 
the
 
Financed
 
Impact
 
Strategy.
 
Key
 
responsibilities
 
are
classified, inter alia, under the following
 
3 main categories:
 
1.
Sustainability Strategy
Executing and monitoring financed and specific
 
operational
 
sustainable goals and performance
 
targets in line
with the Net Zero
 
Strategy.
 
2.
Sustainable Financing/Funding and Investments
Identifying sustainable financing opportunities and designing relevant solutions
 
and sustainable products.
Performing the
 
sustainable financing assessment, in line with the
 
Sustainable Finance Framework.
Implementing and monitoring the Sustainable Investment
 
and Green Bond Frameworks.
3.
Sustainability Risk Management
 
Performing the
 
overall
 
ESG Risk Assessment.
 
Identifying and implementing mitigation action plans for
 
sustainability risks.
 
Eurobank has established dedicated functions, namely the Sustainability Center of Excellence (CoE), within the Business Units
(Corporate
 
& Investment
 
Banking and
 
Retail Banking)
 
which are
 
responsible for
 
assessing, managing
 
and monitoring
 
risk
levels
 
in all
 
risk categories,
 
including Sustainability
 
risks.
 
The
 
Head of
 
CIB
 
Sustainability
 
CoE is
 
responsible
 
for
 
overseeing
sustainable
 
financing
 
activities,
 
while
 
two
 
Retail
 
Banking
 
Sustainability
 
Coordinators
 
(Business
 
and
 
Individual
 
clients
respectively) are re
 
sponsible for organising and supporting sustainable-related
 
financing activities.
 
 
 
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Group Sustainability Risk (GSR)
The
 
GSR has
 
the
 
overall
 
responsibility
 
for
 
overseeing,
 
monitoring and
 
managing sustainability
 
risks. More
 
specifically,
 
the
GSR
 
prepares
 
and
 
maintains
 
the
 
Bank’s
 
Sustainability
 
risk
 
management
 
policies,
 
processes
 
and
 
methodologies,
 
in
collaboration
 
with the
 
Group Sustainability Unit
 
and the Business
 
and Risk Units. In
 
addition, it leads the
 
development and
implementation of the
 
Sustainability risk-related framework,
 
policies and processes, in coordination
 
with other
 
units, as well
as acts, monitors and reports
 
the progress
 
of the implementation
 
of the developed
 
Climate Risk action
 
plan and reports to
the Board for Sustainability risks matters. The GSR monitors and challenges involved stakeholders
 
as to setting the Financed
Impact Strategy
 
(including Net
 
Zero
 
targets),
 
as well
 
as monitors
 
the
 
Financed
 
Impact
 
Strategy
 
(including Net
 
Zero)
 
and
reports financial targets
 
and KPIs. The
 
GSR also leads the
 
2nd line independent sustainable
 
lending re-assessment process
against the
 
Sustainable
 
Finance
 
criteria,
 
including
 
the
 
characterization
 
of products
 
of the
 
Retail Portfolio
 
as sustainable.
Reviews
 
and confirms
 
the
 
ESG Risk
 
Assessment and
 
challenges the
 
mitigating actions
 
(as per
 
pre-determined
 
thresholds).
Furthermore,
 
the GSR
 
develops and
 
maintains the
 
Climate Risk
 
Stress Testing
 
Framework,
 
as well
 
as the
 
Scenario Analysis
and
 
Stress
 
Testing
 
methodologies,
 
and
 
coordinates
 
the
 
performance
 
of
 
sustainability
 
risk
 
scenario
 
analysis
 
and
 
relevant
stress test exercises at Group
 
level.
Group Compliance
 
Group Compliance’s key
 
roles and responsibilities include:
 
1.
Regulatory compliance
Monitors
 
the
 
regulatory
 
environment
 
and
 
emerging
 
trends
 
around
 
sustainable
 
financing
 
and
 
suggests
 
the
Group of the respective
 
changes/enhancements to the relevant
 
policies and documents regarding sustainable
financing offerings.
 
Issues a regulatory bulletin, which includes regulatory developments
 
and their impact on the Bank’s operation.
 
Monitors
 
the
 
alignment
 
of
 
the
 
Group’s
 
activities
 
with
 
applicable
 
laws,
 
rules,
 
regulations
 
and
 
standards,
including sustainable finance regulatory aspects.
 
2.
Compliance risk assessment
Designs appropriate risk assessment methodologies
 
for compliance risk.
Establishes a monitoring programme
 
for the relevant
 
activities within its area of responsibility.
Assesses conduct risk in relation to sustainability financing.
 
3.
Policy updates
 
Maintains the Bank’s conduct-related policies,
 
including their sustainability components.
 
4.
Product offering
 
monitoring
 
Provides advice and recommends
 
controls over
 
the Bank’s sustainability product offerings,
 
while it also checks
that
 
promotional
 
statements
 
do
 
not
 
misrepresent
 
products
 
or
 
services
 
offered
 
to
 
customers,
 
through
 
its
participation in the Products
 
and Services Committee and related processes.
 
Group Internal Audit (Group IA)
The
 
role
 
of
 
the
 
3rd
 
line
 
within
 
Eurobank’s
 
governance
 
and
 
organisational
 
structure
 
is
 
allocated
 
to
 
the
 
Group
 
IA,
 
for
 
the
independent
 
review
 
of
 
the
 
adequacy
 
and
 
effectiveness
 
of
 
the
 
internal
 
control
 
system.
 
The
 
Group
 
IA
 
mandate
 
covers
 
all
processes,
 
risks
 
and
 
mechanisms,
 
for
 
all
 
business
 
lines
 
and
 
internal
 
units.
 
In
 
recent
 
years,
 
the
 
Group
 
IA
 
has
 
recognised
sustainability internal controls
 
and the risk
 
management framework
 
as areas of focus
 
and has taken
 
several
 
initiatives and
actions within
 
its strategy.
 
These
 
aim to ensure
 
adequate coverage
 
of the
 
area, in
 
line with
 
the
 
Bank’s strategy,
 
as well
 
as
industry and regulatory developments.
 
Specifically, the
 
Group IA strategically
 
focuses on the Sustainability risks, building on the
 
following pillars:
 
Methodology/ Infrastructure
 
– The Management
 
of sustainability risks and the
 
Bank’s initiatives are recognised
 
as
a
 
separate
 
auditable
 
area,
 
subject
 
to
 
risk
 
assessment.
 
Furthermore,
 
climate-related
 
and
 
environmental
 
risk
 
is
recognised as
 
a separate
 
risk category,
 
assessed in all
 
relevant areas
 
of the
 
audit universe,
 
in line
 
with the
 
Bank’s
risk
 
taxonomy.
 
This
 
category
 
will
 
be
 
extended
 
to
 
cover
 
the
 
entire
 
spectrum
 
of
 
sustainability
 
risks,
 
in
 
line
 
with
respective developments
 
in the Bank’s risk definitions.
 
Resources
 
 
The
 
Group
 
IA
 
has
 
extended
 
its
 
pool
 
of
 
professional
 
qualifications/
 
certifications
 
to
 
the
 
area
 
of
sustainability, with two staff members certified in Sustainability/ESG and Climate
 
Risk through different professional
bodies to diversify
 
relevant expertise
 
and with additional
 
auditors planned to
 
pursue relevant
 
industry-recognised
professional
 
body
 
certifications
 
in
 
the
 
future.
 
This
 
comes
 
simultaneously
 
with
 
other
 
initiatives
 
in
 
place,
 
aimed
 
at
further upskilling through dedicated training sessions,
 
on-the-job upskilling (participation in and consultation on the
Bank’s
 
projects
 
and
 
initiatives
 
around
 
sustainability)
 
and
 
increased
 
awareness
 
(e.g.
 
Group
 
IA
 
ESG
 
Focus
 
Group
focused
 
at sharing
 
knowledge on
 
sustainable practices
 
and regulatory
 
initiatives). At
 
this stage,
 
the Group
 
IA has
opted
 
to
 
embed
 
the
 
right
 
mix
 
of
 
skills
 
and
 
knowledge
 
within
 
its
 
existing
 
organisational
 
structure,
 
given
 
the
multifaceted nature of sustainability risks, affecting all businesses and operations
 
of the Bank, to a siloed approach,
aiming at a holistic consideration
 
of the Bank’s sustainability risks.
 
Sustainability
/ Audit Universe Coverage and Audit Planning
 
– Following the infrastructure
 
steps described above,
since 2021, the Group IA has been carrying out several assignments around sustainability,
 
along with monitoring the
Bank’s initiatives in this
 
area on a risk-based approach.
 
Key areas of focus
 
include risk materiality,
 
governance
 
and
 
 
 
 
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strategy,
Sustainability risk management
 
framework,
 
product design and
 
offering,
 
reporting disclosures,
 
etc. These
initiatives
 
come in
 
addition to
 
the
 
existing coverage
 
by Group
 
IA in
 
sustainability areas,
 
such as
 
consideration
 
of
AML-perspectives in loan origination (governance
 
-social financing practices), review of compliance with the code of
conduct or market practice codes (governance operational
 
and financing practices) and relevant non-recurring and
forensic audit work.
For more
 
information regarding
 
the responsibilities
 
for impacts, risks
 
and opportunities of the
 
administrative,
 
management
and
 
supervisory
 
bodies,
 
please
 
refer
 
to:
 
“1.3.2
 
Information
 
provided
 
to
 
and
 
sustainability
 
matters
 
addressed
 
by
 
the
undertaking's administrative, management and supervisory bodies
 
[GOV-2]” and
 
1.5.1 Description of the processes to identify
and assess material impacts, risks and opportunities [IRO-1].
Alignment of the Remuneration
 
Policy with the
 
Group’s sustainability risks objectives
 
The
 
Group
 
has
 
established
 
a
 
Remuneration
 
Policy
 
that
 
is
 
applicable
 
to
 
all
 
Group
 
employees
 
and
 
covers
 
their
 
total
remuneration.
 
The Remuneration
 
Policy forms an integral part of the
 
Group’s corporate
 
governance practice.
 
It is developed
in accordance
 
with its operational
 
model, business strategy,
 
objectives and long-term
 
interests and incorporates
 
measures
to avoid
 
conflict of
 
interest. The
 
Remuneration
 
Policy
 
promotes sound
 
and effective
 
risk management.
 
It is
 
consistent with
the objectives of the Group’s business
 
and risk
 
strategy, corporate culture and values, risk
 
culture, with regard to
 
sustainability
risk factors,
 
including long-term
 
interests of
 
the Group
 
and the
 
measures used
 
to avoid
 
conflicts of interest,
 
while it should
not encourage excessive
 
risk-taking on behalf of the Group. It also ensures that remuneration
 
practices are aligned with the
overall
 
risk appetite, taking into
 
account all risks.
 
Moreover
 
it includes sustainability
 
risks, reputational
 
risks, as well
 
as risks
resulting from the
 
mis-selling of products. More specifically,
 
the Remuneration
 
Policy has been designed to:
 
Be consistent with and to promote sound and effective
 
risk management.
 
Stimulate behaviours consistent with sustainability risks approach.
 
Comply with the Group’s
 
voluntary commitments.
 
Its basic principles are to:
 
Be gender neutral and non-discriminatory in any aspect of its implementation.
Safeguard that remuneration
 
is sufficient to retain and attract
 
executives with appropriate
 
skill and experience.
 
Monitor that internal equity between all
 
Units is applied.
 
Avoid excessive
 
risk-taking, even in the
 
case of direct or indirect sustainability risks.
Link remuneration
 
with long-term performance.
The
 
Group’s
 
sustainability-linked
 
remuneration
 
integrates
 
the
 
achievement
 
of
 
components
 
/
 
targets
 
of
 
the
 
Group’s
Sustainability Strategy, Operational
 
and Financed impact, to incentivise management and
 
employees to contribute towards
their achievement.
Operating model
The Group
 
has identified, assessed and implements relevant action plans addressing
 
sustainability risks within the 3 lines.
Integration of Sustainability Risk
 
Management across the
 
3 lines
 
The Group’s
 
Sustainability Governance
 
structure introduces
 
and defines specific
 
roles
 
& responsibilities in
 
order to
 
support
the roll-out
 
of the Sustainability
 
Strategy and
 
the integration
 
of the
 
sustainability risks, through
 
the involvement
 
of various
key
 
stakeholders
 
(e.g.
 
Business
 
&
 
Risk
 
Units,
 
Committees
 
etc.)
 
across
 
the
 
three
 
Lines
 
of
 
defense,
 
embedding
 
regulatory
guidelines and market practices,
 
as follows:
1st Line:
 
Dedicated functions, namely the Sustainability Centers of
 
Excellence (CoE), within the Business Units
 
(Corporate & Investment
Banking and Retail
 
Banking) are responsible for
 
assessing, managing
 
and monitoring risk
 
levels in all
 
risk categories, including
Sustainability risks.
 
The
 
Head of
 
CIB Sustainability
 
CoE is
 
responsible
 
for
 
overseeing
 
sustainable financing
 
activities, while
two Retail
 
Banking Sustainability
 
Coordinators (Business
 
and Individual
 
clients respectively)
 
are responsible
 
for
 
organising
and supporting sustainable
 
-related financing
 
activities. In
 
addition, the
 
role
 
of the
 
Group Sustainability
 
Unit in the
 
1st Line
includes the
 
responsibility for
 
managing and coordinating
 
sustainability strategy
 
related issues,
 
the development
 
of action
plans for the Group's Net Zero portfolio strategies,
 
the facilitation of the Sustainability data framework
 
development, as well
as Sustainability Reporting, Environmental
 
& Energy
 
Reporting (EMAS Report, Greenhouse
 
Gases Emissions Report
 
per ISO
14064) and Sustainability
 
ratings.
 
The 1st
 
Line, in coordination
 
with other
 
Units, execute and
 
monitor financed,
 
and specific
operational
 
sustainable goals
 
and performance
 
targets based
 
on the
 
Group’s
 
Sustainability Strategy
 
and in
 
line with
 
the
Net Zero Strategy.
2nd Line:
 
Group Risk Management (GRM) is independent from the Business Units and
 
has full responsibility in setting the Risk Strategy
and Risk Appetite Framework, including Sustainability risks. Within GRM, the dedicated GSR has the overall
 
responsibility for
overseeing,
 
monitoring and
 
managing Sustainability
 
risks in
 
cooperation
 
with the
 
other
 
GRM Units,
 
as well
 
as with
 
Group
Compliance.
 
 
 
 
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3rd Line:
 
The Group Internal Audit (Group IA) independently reviews the adequacy and effectiveness of the internal control
 
framework
in place regarding
 
Sustainability risk management,
 
following
 
a risk-based approach
 
in line with
 
its Annual Risk Assessment
and Audit Planning Methodology.
ESG awareness and capacity building
 
Eurobank places a great
 
emphasis on building capacity among its employees, so they
 
are able to support its clients on their
sustainability journey
 
and their
 
green transition.
 
To
 
this end, in
 
addition to launching
 
sustainability initiatives
 
for its
 
clients,
Eurobank implements an ESG upskilling plan for
 
its employees. Eurobank’s ESG awareness
 
program regarding
 
sustainability
matters,
 
is
 
directed
 
to
 
all
 
of
 
the
 
Group's
 
personnel
 
-
 
employees
 
and
 
management.
 
Additionally,
 
the
 
Group
 
has
 
offered
training to stakeholders
 
from all
 
3 lines (i.e. business
 
units, risk management
 
units, Group
 
IA) regarding the
 
SFF,
 
to enhance
their
 
understanding.
 
Finally,
 
the
 
Group
 
conducts
 
training
 
sessions/seminars
 
tailored
 
to
 
its
 
supervisory
 
and
 
management
bodies, tailored to their specific areas of interes
 
t/expertise.
Specifically, the
 
following awareness
 
programmes
 
are in place:
Employee ESG awareness training
 
modules
 
Since 2022, the Group has
 
launched “ESG Thinking”, an ESG
 
awareness programme for employees, consisting of the following
modules:
 
Module 1
 
– ESG
 
and World:
 
Fundamentals
 
of ESG,
 
megatrends
 
and related
 
risk and
 
opportunities as
 
well
 
as the
importance of ESG within an organisation described
 
through business cases.
Module
 
2
 
 
ESG
 
and
 
the
 
Bank:
 
Key
 
drivers
 
of
 
ESG,
 
its
 
impact
 
on
 
the
 
banking
 
industry
 
and
 
the
 
ESG
 
regulatory
landscape. The ways in which the
 
Bank engages with sustainability through frameworks,
 
initiatives and products.
 
Module 3
– ESG and Me: Content aiming to cultivate an open and growth mindset when dealing with sustainability
issues by motivating employees
 
to take personal action through
 
practical steps personally and professionally.
Target
 
setting
The
 
Board of
 
Directors, Board
 
Committees, Management
 
Committees and
 
functions oversee
 
the setting
 
of targets
 
related
to material
 
impacts, risks,
 
and opportunities
 
through
 
a combination
 
of strategic
 
review,
 
decision-making,
 
and continuous
monitoring.
 
The
 
Sustainability Management
 
Committee (Sustainability
 
ManCo -
 
SMC) plays
 
a central
 
role
 
in this
 
process
 
by reviewing
the Sustainability Strategy,
 
providing strategic
 
direction on sustainability
 
initiatives, reviewing
 
and approving
 
the Net Zero
targets and transition plans, integrating the elements
 
of the Sustainability Strategy and the Net Zero commitments, into the
Group’s
 
business
 
model
 
&
 
operations,
 
while
 
also
 
ensuring
 
that
 
stakeholder
 
interests
 
and
 
expectations
 
are
 
met.
 
It
 
also
approves
 
changes in eligible
 
assets of Green
 
Bond and Sustainable
 
Finance Frameworks,
 
regularly measures
 
and analyses
the
 
progress
 
of
 
the
 
Sustainability
 
Strategy
 
goals
 
and
 
performance
 
targets,
 
ensure
 
the
 
proper
 
implementation
 
of
Sustainability-related policies and procedures, in accordance with
 
supervisory requirements and voluntary commitments. The
Committee further
 
approves
 
Sustainability-related reports,
 
including the Sustainability
 
Statement and Green
 
Bond Report,
among others.
 
Additionally,
 
the
 
Sustainability ManCo
 
reviews
 
and endorses
 
Sustainability-related
 
KPIs linked
 
to variable
remuneration
 
and
 
incentive
 
schemes,
 
prior
 
to
 
submission
 
to
 
the
 
Incentive
 
Plan
 
Committee.
 
Through
 
this
 
oversight,
 
the
Sustainability
 
ManCo
 
ensures
 
the
 
continuous
 
improvement
 
and
 
alignment
 
of
 
Sustainability-related
 
ISO
 
Management
Systems, including
 
ISO standards
 
in the
 
environmental
 
and energy
 
domains, ensuring
 
their
 
ongoing suitability,
 
adequacy,
and effectiveness.
Sustainability-related expertise
 
The Board
 
of Directors,
 
Board Committees,
 
Management Committees,
 
functions and
 
involved
 
units possess a
 
collective set
of skills and
 
expertise that
 
are crucial
 
for overseeing
 
sustainability matters.
 
At the
 
Board level,
 
Sustainability Management
Committee
 
(Sustainability
 
ManCo
 
-
 
SMC)
 
and
 
senior
 
management,
 
expertise
 
in
 
sustainability
 
is
 
represented
 
through
 
a
structured approach
 
that integrates
 
both in-house knowledge
 
and external expertise.
 
The SMC provides
 
strategic direction
on Sustainability -related initiatives, aligning them
 
with the Group’s
 
broader transformation
 
plan. The members
 
of the SMC,
including senior roles like the
 
Deputy CEO, Group Chief Operating Officer
 
(COO) & International Activities, Chief Risk Officer
(CRO),
 
and
 
Group
 
Senior
 
Sustainability
 
Officer
 
(GSSO),
 
are
 
responsible
 
for
 
ensuring
 
that
 
Sustainability
 
issues
 
are
 
fully
incorporated into the operations
 
and decision-making processes across the organisation.
 
Furthermore, the SMC reviews and
approves sustainability
 
training and awareness
 
initiatives. Moreover
 
the BoD ensures
 
that key individuals
 
across the
 
Group
are equipped with necessary expertise as it has
 
the oversight over training
 
and awareness initiatives as evidenced by its role.
This
 
structure
 
ensures
 
that
 
expertise
 
is
 
both
 
possessed
 
internally
 
and
 
is
 
accessible
 
externally,
 
empowering
 
the
 
Group
 
to
manage sustainability challenges effectively.
The
 
skills
 
and
 
expertise
 
present
 
within
 
the
 
Board
 
of
 
Directors,
 
Board
 
Committees,
 
Management
 
Committees,
 
units
 
and
functions are directly aligned
 
with the undertaking's material impacts,
 
risks, and
 
opportunities. For instance, the Sustainability
ManCo
 
is
 
tasked
 
with
 
overseeing
 
the
 
integration
 
of
 
sustainability
 
goals,
 
including
 
Net
 
Zero
 
Strategy
 
and
 
Sustainable
Financing activities, into the Group’s broader strategic objectives. The expertise of senior executives such as the Deputy CEO,
Group COO and
 
International Activities,
 
CRO and GSSO ensures
 
that Sustainability considerations
 
are embedded into the
 
 
 
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Group’s
 
daily operations,
 
enabling them to
 
address and manage the
 
material risks and
 
opportunities tied to sustainability.
The Business
 
Units (Corporate
 
& Investment
 
Banking, Retail Banking)
 
are actively
 
engaged in managing sustainability
 
risks
as
 
part
 
of
 
their
 
operations,
 
with
 
specific
 
responsibilities
 
assigned
 
through
 
the
 
Group
 
Sustainability
 
Unit,
 
responsible
 
to
manage and coordinate sustainability strategy related
 
issues. Through the
 
structure, these bodies ensure that sustainability
risks are appropriately assessed, monitored, and mitigated
 
at every level,
 
from operational
 
to strategic decision-making.
A
 
sustainability
 
awareness
 
training
 
was
 
conducted
 
for
 
the
 
Board
 
of
 
Directors,
 
enhancing
 
the
 
understanding
 
of
 
CSRD
Reporting requirements, including Double Materiality Assessment, EU Taxonomy,
 
and disclosure requirements among others.
Through
 
their participation
 
in this
 
training, the
 
Board of
 
Directors developed
 
a comprehensive
 
understanding of
 
the
 
CSRD
requirements
 
and
 
learned
 
how
 
to
 
consider
 
these
 
in
 
the
 
company’s
 
strategic
 
planning
 
and
 
long-term
 
growth
 
objectives
effectively
1.3.2
Information provided to and sustainability matters addressed by the undertaking's
 
administrative, management
and supervisory bodies [GOV-2]
The
 
Sustainability
 
Management
 
Committee
 
(SMC)
 
is
 
regularly
 
informed
 
about
 
material
 
impacts,
 
risks,
 
and
 
opportunities
through
 
multiple reporting
 
channels. Specifically,
 
the
 
SMC meets
 
quarterly
 
and/or on
 
an ad
 
hoc basis,
 
when necessary,
 
to
review
 
and
 
provide
 
strategic
 
direction
 
on
 
sustainability-related
 
issues,
 
including
 
material
 
risks
 
and
 
opportunities.
 
The
Committee reviews
 
and monitors
 
sustainability strategies,
 
action plans,
 
KPIs and
 
progress
 
towards sustainability
 
goals to
ensure
 
they
 
align
 
with
 
the
 
Group’s
 
objectives.
 
The
 
SMC
 
also
 
reviews
 
reports
 
on
 
sustainability
 
issues,
 
risk
 
management
processes, and performance
 
metrics, ensuring that decisions are
 
aligned with sustainability goals.
 
Impacts, Risks and Opportunities consideration
The SMC carefully
 
considers impacts, risks and opportunities when overseeing
 
the Group’s strategy.
 
The SMC plays a critical
role
 
in providing
 
strategic
 
direction
 
on sustainability
 
matters,
 
ensuring the
 
Sustainability Strategy
 
aligns with
 
the
 
Group’s
overall
 
Transformation
 
Plan. The
 
Committee is
 
involved
 
in the
 
approval
 
of action
 
plans, project
 
monitoring, and
 
reviewing
Sustainability-related
 
policies
 
and
 
frameworks.
 
Policies
 
affecting
 
internal
 
stakeholders
 
are
 
available
 
to
 
the
 
Eurobank’s
intranet, while those referring to external
 
stakeholders, such as the Group's
 
Code of Conduct
 
and Ethics, are
 
available through
corporate site.
 
Overall
 
the Group
 
ensures there
 
is a high level
 
of accountability in Policy
 
development
 
and implementation.
Policies are approved by the appropriate Governance bodies such as the Board of
 
Directors or specialized
 
committees, which
ensure that there
 
is alignment with the Group's
 
strategic goals and stakeholder
 
interests.
Additionally,
 
sustainability
 
risks
 
are
 
assessed
 
regularly,
 
ensuring
 
that
 
sustainability
 
factors
 
are
 
embedded
 
in
 
the
 
Group’s
strategic decisions, including sustainability targets,
 
major investments, and the
 
overall
 
risk management framework.
 
The Board Risk Committee plays a crucial role
 
in ensuring that the Group Risk Strategy
 
and Risk Appetite Framework inform
the business
 
plan and decision
 
-making, thus aligning
 
risk management
 
processes
 
with the
 
Group's broader
 
objectives and
actions. The
 
Committee considers
 
trade-offs
 
associated with
 
material sustainability
 
matters, for
 
example by
 
incorporating
sustainability-related
 
risks
 
and
 
opportunities
 
within
 
the
 
existing
 
risk
 
management
 
frameworks.
 
This
 
ensures
 
that
sustainability considerations
 
are evaluated alongside financial and operational
 
risks.
During the
 
reporting period,
 
the
 
Board
 
of Directors,
 
Board Committees,
 
Management Committees
 
and functions,
 
through
the
 
SMC, addressed
 
several
 
material
 
impacts, risks,
 
and opportunities.
 
Through
 
the
 
Double Materiality
 
Assessment
 
(DMA)
exercise, the SMC reviewed the Impacts, Risks, and Opportunities (IROs) that were identified as
 
material for the Group. These
IROs were assessed based on both
 
impact and financial materiality to ensure comprehensive
 
consideration.
 
For a detailed list of the Impacts, Risks,
 
and Opportunities (IROs) approved by the SMC, please refer to the respective section
of the Sustainability Statement, which outlines these
 
material issues in further
 
detail.
For
 
more information
 
regarding the
 
due diligence
 
process please
 
refer
 
to: 1.5.1
 
Description of
 
the processes
 
to identify and
assess material impacts, risks and opportunities [IRO-1]
1.3.3
Integration of sustainability-related
 
performance in incentive
 
schemes [GOV-3]
The
 
Group
 
has
 
established
 
a
 
Remuneration
 
Policy
 
that
 
is
 
applicable
 
to
 
all
 
Group
 
employees
 
and
 
covers
 
their
 
total
remuneration.
 
The
 
Remuneration
 
Policy
 
forms
 
an integral
 
part of
 
the
 
corporate
 
governance
 
practice
 
and is
 
developed
 
in
accordance
 
with
 
its
 
operational
 
model,
 
business
 
strategy,
 
objectives,
 
long-term
 
interests
 
of
 
the
 
Group
 
and
 
incorporates
measures to avoid conflict of interest.
 
The Remuneration
 
Policy promotes sound and effective risk management and is consistent with the objectives of the Group’s
business and risk strategy, corporate
 
culture, values and risk culture. It also considers sustainability risk factors, as well as the
long-term interests
 
of the
 
Group. Additionally,
 
it includes measures
 
to avoid conflicts
 
of interest
 
and should not
 
encourage
excessive
 
risk-taking on
 
behalf of the
 
Group. The
 
Group ensures
 
that remuneration
 
practices
 
are aligned
 
with their
 
overall
risk appetite, taking
 
into account all
 
risks, including sustainability
 
risks, reputational
 
risks, as well
 
as risks resulting
 
from the
mis-selling of products or services.
 
In addition, the
 
Remuneration
 
Policy has
 
been enhanced with
 
the establishment
 
of Variable
 
Remuneration
 
Framework,
 
Key
Performance
 
Indicators
 
(to balance
 
employees’
 
performance
 
and encourage
 
proper
 
conduct) and
 
Key
 
Risk Indicators
 
(to
promote sound and effective
 
risk management including sustainability risks) at Group/ Unit/ Individual level, as appropriate.
The
 
Variable
 
Remuneration
 
Framework
 
aims
 
at
 
providing
 
(i)
 
an
 
appropriate
 
balance
 
of
 
variable
 
remuneration
 
elements,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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aligning the
 
interests
 
of employees,
 
shareholders
 
and other
 
stakeholders,
 
strengthening
 
the
 
Group’s
 
position as
 
a leading
European
 
bank and
 
(ii) effective
 
remuneration
 
practices
 
in compliance
 
with the
 
applicable regulatory
 
environment.
 
In this
context, Key Risk
 
Indicators are
 
set at Group
 
level, whereas
 
Eurobank underscores
 
the significance
 
of introducing more
 
Key
Risk Indicators linked to sustainability risks in the
 
following years.
More specifically,
 
the Remuneration
 
Policy has been
 
designed to (a) be consistent with
 
and to promote
 
sound and effective
risk management,
 
(b) stimulate
 
behaviours consistent with
 
sustainability risks approach,
 
as well
 
as (c) comply
 
with Group’s
voluntary
 
commitments.
 
Its
 
basic
 
principles
 
are
 
to
 
(a)
 
be
 
gender
 
neutral
 
and
 
non-discriminatory
 
in
 
any
 
aspect
 
of
 
its
implementation,
 
(b)
 
safeguard
 
that
 
remuneration
 
is
 
sufficient
 
to
 
retain
 
and
 
attract
 
executives
 
with
 
appropriate
 
skill
 
and
experience, (c) monitor that internal equity between all Units is applied, (d) avoid excessive
 
risk-taking with respect to direct
or indirect sustainability risks and (e) link remuneration
 
with long-term performance.
The
 
Group’s
 
sustainability-linked
 
remuneration
 
integrates
 
the
 
achievement
 
of
 
components
 
/
 
targets
 
of
 
the
 
Group’s
Sustainability Strategy, Operational
 
and Financed impact, to incentivise management and
 
employees to contribute towards
their achievement.
The
 
Remuneration
 
Committee
 
approves
 
any
 
incentive
 
scheme
 
both
 
at
 
Bank
 
and
 
Group
 
level,
 
while
 
the
 
Non-Executive
Members
 
of
 
the
 
BoD
 
approve
 
and
 
periodically
 
review
 
the
 
Remuneration
 
Policy
 
and
 
are
 
responsible
 
for
 
overseeing
 
its
implementation.
For the time being, the remuneration
 
of members of the administrative, management and supervisory bodies is not assessed
against GHG emission reduction targets, and thus
 
no percentage of this year’s
 
remuneration
 
is linked with the
 
achievement
of sustainability targets.
1.3.4
Description of the due diligence on sustainability
 
matters [GOV-4]
The
 
following
 
table shows
 
how and
 
where
 
the application
 
of the
 
main aspects
 
and steps
 
of the
 
due diligence
 
process
 
are
reflected in Eurobank Holding’s
 
Sustainability Statement:
Core elements of due diligence
Paragraphs
 
in the Sustainability
Statement
Description
a) Embedding due diligence in
governance, strategy
 
and business
model
2.5.1 Sustainable financing and investment
offerings
 
2.4.3 Policies related to the
 
integration of
sustainability in risk management [MDR-P]
2.2.1 Integration
 
of sustainability-related
performance in incentive
 
schemes [ESRS 2
GOV-3]
The Group
 
integrates sustainability into
its governance and strategy
 
through
frameworks
 
like the Climate Risk
Scorecard and Sustainable Finance
Framework,
 
ensuring these principles
guide decision-making.
b) Engaging with affected
stakeholders in all key
 
steps of the
due diligence
1.4.3 Stakeholder interest
 
and engagement
[SBM-2]
1.4.4 Material impacts, risks and
opportunities and their interaction
 
with
strategy and business model [SBM-3]
2.4.3 Policies related to the
 
integration of
sustainability in risk management [MDR-P]
The Group
 
engages stakeholders to
align business practices with
expectations, informing its materiality
assessment and relative policies.
c) Identifying and assessing adverse
impacts
2.4.3 Policies related to the
 
integration of
sustainability in risk management [MDR-P]
2.5.1 Sustainable financing and investment
offerings
The Group
 
conducted a DMA to
identify and assess adverse impacts,
focusing on both potential
 
and actual
effects on people and the
 
environment.
In addition, Eurobank uses the
 
RIMA
process and ESG Risk Assessment to
evaluate risks, applying enhanced due
diligence for high-risk clients.
d) Taking actions
 
to address those
adverse impacts
2.5.1 Sustainable financing and investment
offerings
 
The Group
 
implements action plans for
workforce
 
impacts and supports
financial inclusion through various
initiatives.
e) Tracking the
 
effectiveness
 
of
these efforts
 
and communicating
2.4.1. Integration
 
of Sustainability in risk
management
2.5.1 Sustainable financing and investment
offerings
 
The Group
 
ensures transparency
through risk management and internal
controls
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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1.3.5
Risk management and internal controls
 
over sustainability reporting [GOV
 
-5]
The
 
Group’s
 
risk
 
management
 
and
 
internal
 
control
 
system
 
concerning
 
Sustainability
 
Statement
 
reporting
 
covers
 
the
accuracy, completeness, and integrity of the data related
 
to Sustainability Statement reporting. It includes dry run exercises,
quality checks, workshops
 
with relevant
 
stakeholders,
 
and assumptions made when
 
direct data could
 
not be obtained
 
from
value chain
 
stakeholders
 
to ensure
 
the
 
accuracy and
 
integrity of
 
the
 
data. To
 
further
 
enhance this
 
process,
 
the
 
Group has
developed
 
a
 
comprehensive
 
Sustainability
 
Statement
 
reporting
 
process,
 
aligning
 
with
 
the
 
Corporate
 
Sustainability
Reporting Directive (CSRD)
 
requirements effective
 
from fiscal
 
year 2024. This
 
document establishes
 
a unified framework
 
for
data collection, quality assurance,
 
and reporting across all subsidiaries, ensuring
 
transparency and compliance.
In addition, the
 
relevant departments responsible for providing qualitative information are responsible for supplying
 
accurate
qualitative
 
information,
 
by
 
examining
 
the
 
provided
 
data
 
to
 
ensure
 
consistency
 
and
 
completeness.
 
The
 
reporting
 
process
outlines
 
clear
 
roles
 
and
 
responsibilities
 
for
 
data
 
and
 
content
 
owners
 
and
 
reviewers.
 
This
 
process
 
aims
 
to
 
reinforce
accountability
 
within
 
the
 
Group
 
and
 
foster
 
a
 
culture
 
of
 
continuous
 
improvement,
 
thereby
 
upholding
 
Group’s
 
enduring
commitment to environmental,
 
social, and governance (ESG) excellence.
Eurobank
 
adopted a risk
 
assessment approach
 
that incorporates
 
regular evaluations
 
of data completeness,
 
accuracy,
 
and
integrity.
 
To
 
prioritise
 
risks,
 
we
 
utilise
 
a
 
risk-based
 
approach,
 
considering
 
the
 
potential
 
impact
 
on
 
the
 
Sustainability
Statement
 
reporting
 
process.
 
The
 
CSRD
 
Operating
 
Committee
 
oversees
 
this
 
process,
 
ensuring
 
alignment
 
with
 
CSRD
standards and supporting continuous improvement.
The
 
main risks
 
identified
 
within
 
the
 
risk assessment
 
performed
 
are
 
data gaps
 
from
 
value
 
chain stakeholders,
 
accuracy
 
of
estimations,
 
and
 
timing
 
of
 
data
 
availability.
 
To
 
mitigate
 
these,
 
Eurobank
 
conducted
 
dry
 
run
 
exercises,
 
quality
 
checks,
workshops with
 
stakeholders,
 
and made necessary
 
assumptions to fill
 
data gaps. Eurobank
 
also conducted regular
 
reviews
to
 
ensure
 
the
 
coordination
 
of
 
data
 
collection,
 
consolidation,
 
and
 
verification
 
to
 
maintain
 
high
 
standards
 
of
 
quality
 
and
compliance.
The
 
outcomes
 
of the
 
risk assessment
 
and internal
 
controls
 
throughout
 
the
 
Sustainability Statement
 
reporting process
 
are
integrated into relevant internal functions
 
and procedures with regular
 
updates provided to the
 
Group Senior Sustainability
Officer and, if necessary,
 
to relevant Committees.
1.4
Strategy - Company,
 
business model and stakeholder engagement
1.4.1
Information on the
 
market position and strategy
 
of the company [SBM-1]
The
 
Group
 
offers
 
a
 
broad
 
range
 
of
 
financial
 
products
 
and
 
services,
 
including
 
corporate
 
and
 
investment
 
banking,
 
retail
banking
 
(personal
 
banking,
 
business
 
and
 
individual
 
banking),
 
wealth
 
management,
 
leasing,
 
factoring,
 
and
 
specialized
solutions such as shipping finance and syndicated debt solutions. In the reporting period, the Group has expanded its digital
transformation
 
efforts,
 
offering
 
services
 
like
 
digital
 
banking
 
solutions.
 
Moreover,
 
the
 
Group
 
has
 
increased
 
its
 
focus
 
on
financing
 
green
 
projects
 
and
 
promoting
 
ESG
 
(Environmental,
 
Social,
 
and
 
Governance)
 
criteria
 
in
 
its
 
products,
 
such
 
as
sustainability-linked loans, bridge financing programs for
 
energy efficiency projects,
 
financing for renewable energy
 
projects
and
 
other
 
activities
 
with
 
positive
 
environmental
 
and
 
social
 
impact.
 
Eurobank
 
serves
 
a
 
wide
 
range
 
of
 
customer
 
groups,
including
 
large
 
corporate
 
clients,
 
institutional
 
investors,
 
personal
 
banking
 
clients,
 
SMEs,
 
and
 
public-sector
 
entities.
Geographically,
 
the Group
 
is primarily active in Greece,
 
Cyprus, Bulgaria and Luxembourg. Furthermore,
 
it has made strides
in expanding its green financing services to support the
 
transition toward
 
sustainable business practices.
 
Eurobank’s sustainability-related
 
goals include financing the
 
transition to sustainable
 
energy,
 
enhancing the environmental
impact of
 
its clients,
 
and investing in
 
technologies that reduce carbon footprints. These goals will
 
be further enhanced through
the Group’s
 
Net Zero
 
Commitment to
 
the
 
Net Zero
 
Banking Alliance
 
(NZBA). In
 
addition, these
 
goals are
 
embedded in the
Group’s
 
core
 
strategy,
 
and
 
a
 
significant
 
portion
 
of
 
its
 
portfolio
 
focuses
 
on
 
renewable
 
energy
 
projects,
 
energy-efficient
technologies, and sustainability-linked financing. Eurobank’s commitment to sustainable finance also
 
includes driving growth
in digital services, which help reduce environmental impacts and promote green practices, aligning with the Group’s
 
broader
sustainability objectives.
Geographical area:
Headcount:
Bulgaria
3,859
Cyprus
2,768
Greece
6,058
Luxemburg
130
Sustainability Strategy
Eurobank
 
supports the
 
transition
 
towards
 
a sustainable
 
economy
 
and considers
 
sustainability and
 
climate
 
change as
 
an
opportunity.
 
A
 
key
 
strategic
 
objective
 
is
 
to
 
adapt
 
the
 
business
 
and
 
operation
 
in
 
a
 
way
 
that
 
addresses
 
climate
 
change
challenges,
 
accommodates
 
social
 
needs
 
within
 
its
 
business
 
model
 
and
 
safeguards
 
prudent
 
governance
 
for
 
itself
 
and
 
its
counterparties,
 
in accordance
 
with supervisory
 
initiatives,
 
and following
 
international
 
standards and
 
best practice.
 
To
 
this
end,
 
Eurobank
 
has
 
designed,
 
approved
 
and
 
is
 
currently
 
implementing
 
its
 
Sustainability
 
Strategy,
 
including
 
targets
 
and
 
 
doc1p101i0
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commitments, along two key pillars:
Operational Impact Strategy
 
(OIS)
 
and
Financed Impact Strategy (FIS)
, both of which
aim to address sustainability matters within the
 
context of the Group’s
 
business model and operations.
1.
Operational Impact Strategy
 
(OIS):
The
Operational Impact Strategy
 
(OIS) focuses on minimising
 
the operational environmental
 
footprint, ensuring that its own
activities are sustainable, and aligning its operations with climate and sustainability goals. The
 
key elements of this strategy
are:
Environmental
 
Impact
:
 
Minimising
 
negative
 
impact
 
of
 
Eurobank's
 
operations,
 
to
 
promote
 
environmental
stewardship with a clear goal of achieving climate neutrality.
 
Societal Impact
: Providing
 
a diverse
 
and inclusive
 
environment
 
for
 
Eurobank’s
 
people and
 
clients, while
 
fostering
sustainable development and prosperity
 
for the benefit of
 
society.
 
Governance & Business Impact
: Focusing on building sustainability awareness, internally and across its value
 
chain,
while intensifying Eurobank's efforts
 
for ethics and transparency.
The OIS is supported by a governance
 
structure of multiple project streams (one per
 
each commitment) and the supervisory
ESG/OIS Committee.
 
Progress
 
is regularly
 
reviewed
 
at the
 
Sustainability Management
 
Committee. Each
 
project
 
stream is
planned with
 
milestones, KPIs,
 
annual targets
 
and long-term
 
interim targets,
 
serving the
 
declared commitments,
 
spanning
over the
 
next decade. Links are established with Transformation
 
streams as well as corresponding ISO Management
 
System
standards, to
 
ensure substantiation
 
and certification
 
of activities,
 
validate target
 
setting and
 
measured
 
performance,
 
and
systematically monitor progress
 
through internal reviews
 
and external assurance.
2.
Financed Impact Strategy:
The
Financed Impact Strategy
 
focuses on foster
 
favorable economic,
 
social and environmental outcomes across
 
all aspects
of its
 
financing activities,
 
with
 
a commitment
 
to sustainability
 
and responsible
 
stewardship.
 
To
 
achieve
 
this objective,
 
the
Financed Impact Strategy is structured
 
around the following
 
4 strategic pillars:
Client
 
Engagement
 
and
 
Awareness
:
 
Helping
 
clients
 
transition
 
to
 
more
 
sustainable
 
business
 
models
 
by
 
raising
awareness of climate change challenges and opportunities.
Supporting
 
Clients
 
in
 
Transition
:
 
Facilitating
 
the
 
transition
 
of
 
clients
 
towards
 
sustainable
 
practices
 
by
 
offering
financing
 
solutions,
 
that
 
are
 
guided
 
by
 
the
 
financing
 
approaches
 
and
 
the
 
eligible
 
activities
 
of
 
the
 
Sustainable
Finance Framework.
 
goals and ambitions.
Enablers and Tools
 
for Sustainable
 
Financing
: Providing
 
frameworks,
 
tools, and
 
products to
 
underpin sustainable
financing
 
Assessment and Management of sustainability-Related Risks
: Identifying and managing the sustainability-related
risks within its loan and investment portfolios,
 
including assessing exposure to transition and physical risks linked to
climate change.
The Financed Impact Strategy
 
supports Eurobank's commitment to
sustainable financing
 
and ensuring that the Group’s
financial activities align with sustainability goals, such as reducing the
 
carbon footprint of financed
 
projects.
Main Challenges Ahead:
Both strategies face
 
several
 
challenges:
Operational Transition
: The
 
need of transition
 
to climate neutrality
 
in Eurobank’s
 
own operations
 
while managing
the associated
 
costs and risks.
 
This involves
 
transforming
 
internal processes
 
and aligning with
 
evolving
 
applicable
regulatory requirements
 
and voluntary initiatives as well
 
as adopted standards and guidelines enabling Eurobank’s
contemporary and continuously updated approach
 
towards Sustainability, in line
 
with international best practice.
Client
 
Transition
:
 
Assisting
 
clients
 
in
 
adapting
 
their
 
business
 
models
 
to
 
meet
 
sustainability
 
and
 
climate
 
change
objectives. This may involve addressing different levels of maturity, overcoming resistance to change, and
 
navigating
and aligning to complex regulatory requirements.
 
 
 
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Sustainability-related
 
Risks
:
 
Managing both
transition
 
risks
 
(e.g., changes
 
in market
 
and regulatory
 
conditions)
and
physical risks
 
(e.g., climate change
 
impacts such as
 
extreme weather)
 
that could
 
affect both
 
the Group’s
 
own
operations
 
and
 
the
 
sectors
 
in
 
which
 
it
 
invests
 
or
 
lends
 
to
 
is
 
dependent
 
on
 
data
 
availability
 
and
 
commitment
 
of
involved counterparties
 
and stakeholders
Alignment
 
with
 
Global
 
Standards
: Ensuring
 
full
 
compliance
 
with global
 
sustainability
 
standards,
 
climate-related
financial
 
disclosures
 
(such
 
as
TCFD
),
 
and
 
managing
 
the
 
increasing
 
demand
 
for
 
transparency
 
in
 
sustainability
reporting.
To overcome
 
these challenges, Eurobank
 
has implemented a series of strategic
 
initiatives:
Operational Impact Strategy
 
(OIS) key components
:
o
Operational efficiency
: Focus on energy efficiency,
 
reducing carbon emissions, towards the commitment to
achieve Net Zero in its
 
operations for Scope 1 & 2
 
by 2033 and
 
Scope 3 by
 
2050. Promotion of environmental
stewardship
 
by
 
accelerating
 
also
 
transition
 
towards
 
a
 
paperless
 
banking
 
network
 
and
 
preservation
 
of
natural resources,
 
as well as extending
 
circular economy practices.
 
Accommodation of social
 
needs within
its business
 
model and
 
safeguarding
 
prudent governance
 
for
 
itself and
 
its counterparties,
 
in accordance
with supervisory initiatives, and following
 
international standards and best practice.
o
The
 
OIS
 
is
 
supported
 
by
 
a
 
governance
 
structure
 
of
 
project
 
streams
 
per
 
each
 
commitment
 
and
 
the
supervisory ESG/OIS Committee. Regular review
 
of progress via milestones
 
and KPIs to ensure annual and
long-term sustainability
 
goals related
 
to Environmental,
 
Societal, and
 
Governance
 
& Business
 
Impact are
met. Progress is regularly
 
reviewed at the
 
Sustainability Management Committee.
Financed Impact Strategy (FIS) key
 
components
:
o
Sustainable Financing:
 
Development
 
of strategies
 
that
 
will
 
promote
 
the
 
green
 
transition
 
of the
 
Group’s
clients through sustainable financing.
o
Portfolio
 
alignment:
Gradual alignment of the Group’s portfolio
 
with sectoral transition pathways that are
aligned with the 1.5°C climate transition
 
scenario.
o
Net zero strategy:
 
Sectoral decarbonisation
 
targets covering
 
the Group’s
 
lending portfolios,
 
with phased
target-setting up to 2050.
In line with its commitment to address climate
 
change, the Group has joined
 
the Net-Zero
 
Banking Alliance (NZBA), a bank-
led, UN-convened
 
alliance of
 
banks worldwide,
 
reinforcing
 
its dedication
 
to aligning
 
its lending
 
and investment
 
portfolios
with net-zero
 
emissions by 2050 or sooner,
 
in line with the most ambitious targets set by
 
the Paris Climate Agreement.
The
 
Group has
 
started developing
 
sectoral,
 
financed emissions
 
reduction
 
targets based
 
on the
 
NZBA framework,
 
for some
of
 
the
 
most
 
carbon-intensive
 
and,
 
therefore,
 
most
 
relevant
 
and
 
impactful
 
sectors
 
and
 
portfolios.
 
The
 
Group
 
applies
established industry standards (e.g. NZBA, PCAF) and accredited science-based decarbonisation scenarios, in line with a 1.5-
degree Celsius objective by
 
2050.
1.4.2
Description of business model and value chain [42a-42c]
Upstream value chain
In
 
mapping
 
the
 
upstream
 
value
 
chain,
 
Eurobank
 
has
 
identified
 
the
 
key
 
activities
 
and
 
actors
 
involved
 
in
 
supporting
 
its
operations.
 
The
 
upstream
 
value
 
chain includes
 
suppliers
 
and stakeholders
 
that
 
provide
 
critical
 
inputs—both
 
non-financial
(e.g.
 
supply
 
of
 
goods
 
and
 
services)
 
and
 
financial—necessary
 
for
 
Eurobank’s
 
operations
 
to
 
function
 
effectively.
 
Given
 
the
complexity of
 
Eurobank’s
 
operations,
 
Eurobank
 
focuses
 
on direct
 
(Tier
 
1) suppliers
 
for
 
the
 
upstream side
 
of its
 
value chain.
These suppliers are identified as
 
having the most direct impact
 
on the Eurobank’s operations, providing capital, critical goods
and
 
services
 
such
 
as
 
IT,
 
real
 
estate
 
management,
 
energy,
 
and
 
shaping
 
the
 
surrounding
 
legal,
 
regulatory
 
and
 
voluntary
framework.
 
 
 
 
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Key Activities and Actors in the
 
upstream Value Chain:
Supply of Goods
 
and Services
- The
 
upstream value
 
chain for
 
Eurobank
 
consists of a
 
range of
 
suppliers providing
critical
 
goods
 
and
 
services.
 
These
 
include
 
suppliers
 
of
 
IT
 
hardware
 
and
 
software,
 
office
 
equipment,
 
paper,
 
and
consulting services.
Supply of Capital
- Eurobank
 
is also reliant
 
on upstream
 
capital providers
 
to maintain financial
 
liquidity and fund
its operations. This involves key activities such as deposit gathering, bond issuance, capital market transactions, and
other investor
 
-related activities.
Regulatory
 
and
 
Voluntary
 
Frameworks
-The
 
development
 
of
 
regulatory
 
and
 
voluntary
 
frameworks
 
is
 
a
 
critical
component of
 
Eurobank’s
 
upstream value
 
chain. Regulatory
 
bodies such
 
as the
 
European
 
Central
 
Bank (ECB),
 
the
European Banking Authority (EBA) and the Single
 
Resolution Board (SRB) provide
 
the regulatory frameworks
 
within
which Eurobank operates.
Downstream value chain
Eurobank
 
in
 
entities
 
downstream
 
from
 
the
 
reporting
 
organisation,
 
has
 
included
 
categories
 
such
 
as
 
customers,
 
receive
 
or
utilise the Eurobank’s products and services. Eurobank has established the boundary of its downstream value chain
 
to include
corporate and retail clients, but it does not extend to the
 
clients of those clients.
 
Key Activities and Actors in the
 
downstream Value
 
Chain:
Provision of Financing to Clients
 
-
Eurobank provides
 
loans to both corporate
 
and retail clients, funding a range of
business
 
activities.
 
This
 
includes
 
supporting
 
operational
 
needs
 
and
 
facilitating
 
growth
 
for
 
small
 
and
 
large
corporations while offering
 
financial solutions for
 
individual customers.
Capital Markets Activities
-
Eurobank provides
 
services related to investment
 
banking, instruments trading, mutual
fund
 
products,
 
institutional
 
asset
 
management,
 
private
 
banking
 
and
 
other
 
financial
 
advisory
 
services.
 
Eurobank
participates
 
in
 
market-making
 
and
 
advisory
 
roles
 
for
 
corporations,
 
financial
 
institutions,
 
and
 
governments,
promoting sustainable investments.
 
Real Estate
-
In addition to financing, Eurobank engages in construction, real estate properties operation
 
(including
those properties held
 
for the purpose of leasing) and other
 
real estate services.
 
Eurobank's Position
 
in the Value
 
Chain:
 
Eurobank is positioned as a central player in the financial services value chain, connecting a
 
diverse set of upstream suppliers
with downstream
 
customers.
 
Specifically,
 
key
 
activities in
 
its own
 
operations
 
include
 
Banking activities,
 
Global
 
Markets
 
&
Asset Management,
 
Investment
 
Property
 
& Real
 
Estate Management.
 
Its role
 
spans from
 
sourcing capital
 
and operational
inputs to providing
 
key financial
 
services and
 
products to both
 
corporate
 
and retail clients.
 
By fostering
 
sustainability in its
operations,
 
especially in sustainable
 
financing, Eurobank
 
is positioning
 
itself as a
 
leader in
 
promoting sustainable
 
business
practices within the
 
banking sector.
 
 
 
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1.4.3
Stakeholder interest and engagement
 
[SBM-2]
The Group
 
has developed a robust
Stakeholder Engagement Plan
 
as a core part of its materiality assessment. This
 
process
aligns
 
with
European
 
Sustainability
 
Reporting
 
Standards
 
(ESRS)
,
 
which
 
emphasise
 
the
 
importance
 
of
 
gathering
 
diverse
stakeholder
 
perspectives
 
to identify
 
impacts, risks,
 
and opportunities
 
(IROs) and
 
align business
 
practices
 
with stakeholder
expectations and sustainability objectives.
For
 
the
 
identification
 
and
 
mapping
 
of
 
its
 
stakeholders,
 
the
 
Group,
 
established
 
a
 
systematic
 
and
 
dynamic
 
process
 
in
 
the
context of the double materiality assessment
 
which involved the
 
following:
Stakeholder Engagement Disclosure
1.
Key Stakeholders
Eurobank has
 
identified and classified stakeholders
 
into three main
 
groups to ensure
 
effective
 
engagement across
various perspectives:
o
Primary/Affected Stakeholders
: Directly impacted by Eurobank’s
 
operations.
o
Secondary Stakeholders
: Indirectly affected
 
but influential in shaping Eurobank’s policies and operations.
o
ESG Experts
: Internal
 
and external
 
ESG experts
 
who own
 
the due
 
diligence and
 
stakeholder
 
engagement
process for
 
materiality assessment.
Key stakeholder
 
groups include:
o
Internal Stakeholders
: Board of Directors, Senior Management,
 
and Employees.
o
External Stakeholders
: Customers
 
and Clients, Business
 
Community, Civil
 
Society, Suppliers
 
and Partners,
Investors and Shareholders,
 
as well as Government
 
and Regulators.
2.
Engagement with Stakeholders
Eurobank engages with both
internal and external stakeholders
 
as part of its comprehensive impact and financial
materiality
 
assessments.
 
For
 
impact
 
materiality,
 
stakeholders
 
from
 
the
 
Group
 
are
 
engaged
 
to
 
understand
 
the
sustainability impacts across various entities and geographic
 
locations.
3.
Organisation of Stakeholder
 
Engagement
Engagement
 
is
 
organised
 
systematically
 
through
 
a
 
variety
 
of
 
methods
 
and
 
classified
 
into
Internal
 
and
External
Stakeholder Groups
:
o
Identification
 
and Classification
: Stakeholders
 
are identified
 
and categorized
 
based on
 
ESRS guidelines,
which include both “affected
 
stakeholders” and “users
 
of the Sustainability Statement.”
o
Engagement Methods
: Eurobank
 
employs electronic
 
questionnaires and
 
focus groups
 
to gather
 
feedback
from stakeholders. For impact materiality, online questionnaires are the primary
 
engagement method, while
focus groups are
 
used for financial materiality to assess sustainability-related
 
risks and opportunities.
o
Segmentation
 
by
 
Business
 
Areas
:
 
Engagement
 
activities
 
span
 
across
 
Eurobank’s
 
business
 
segments
 
to
ensure the inclusion of diverse
 
perspectives from each operational
 
area.
4.
Purpose of Engagement
The purpose of Eurobank’s stakeholder engagement is to establish open communication channels with stakeholders
to understand their needs and concerns
 
and integrate them into the
 
Group’s Sustainability Strategy.
Key priorities
 
for Eurobank’s
 
engagement include:
o
protection of their
 
personal data,
 
o
leveraging
 
new technologies to enhance service,
 
o
ensuring access to financial services,
 
o
respect for human rights and the
 
environment, and
 
o
upholding corporate culture
 
and governance values along
 
with adequate risk management practices.
5.
Consideration of Engagement
 
Outcomes
Eurobank integrates the feedback from stakeholders
 
into its decision-making processes to ensure that the identified
impacts,
 
risks,
 
and
 
opportunities
 
are
 
accurately
 
reflected
 
in
 
Group’s
 
Sustainability
 
Strategy.
 
Key
 
outcomes
 
are
validated
 
by
 
the
 
Sustainability
 
Management
 
Committee
 
to ensure
 
alignment
 
with
 
ESRS standards
 
and effective
incorporation into Eurobank’s
 
risk management and sustainability frameworks.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Furthermore,
 
Eurobank
 
promotes
 
two-way
 
communication
 
and
 
develops
 
ongoing
 
dialogue
 
with
 
internal
 
and
 
external
stakeholders,
 
to
 
be
 
able
 
to
 
actively
 
meet
 
the
 
expectations,
 
concerns
 
and
 
issues
 
raised
 
by
 
all
 
its
 
stakeholders.
 
Further
information and the
 
means of communication are
 
presented in the table below:
Stakeholder group
Cooperation framework
 
and
expectations
Means of communication
 
Board of Directors
BoD member assigned as
responsible for climate-related
and environmental risks at
Group level.
Communication
 
with the
 
Board of
 
Directors is
 
facilitaded through
 
regular
and
 
ad-hoc
 
meetings
 
as
 
well
 
as
 
Progress
 
reports.
 
Regular
 
and
 
ad-hoc
meetings
 
ensure
 
structured
 
updates,
 
while
 
addressing
 
urgent
 
matters.
Progress
 
reports
 
are
 
consistently
 
shared
 
to
 
provide
 
ongoing
 
insights
ensuring the BoD is well-informed at
 
all times.
Executive
Management
CEO-appointed Sustainability
Management Committee.
Sustainability-related issues
raised at ExBo level.
Communication with Executive management is maintained through regular
and ad-hoc meetings, along with periodic progress reports.
Investors,
Shareholders and
Investment
Community
Timely reporting of accurate
and complete information on
the Group’s performance
 
and
strategy.
The
 
Group
 
engages
 
in
 
ongoing
 
communication
 
with
 
its
 
investors
 
to
enhance
 
their
 
understanding
 
of
 
matters
 
that
 
may
 
be
 
relevant
 
to
 
them,
thereby
 
enabling them to
 
effectively exercise
 
their voting
 
rights and make
informed
 
investment
 
decisions.The
 
Group
 
organises
 
Annual
 
General
Meetings
 
and
 
Extraordinary
 
General
 
Meetings
 
οf
 
Shareholders
 
and
publishes information
 
in a continuous, regular and
 
timely manner (through
the Annual Reports, Financial Results and announcements on its corporate
websites) ensuring that stakeholders have easy access to essential
 
updates
and disclosures.
Employees
Timely information
 
on issues
concerning the Group, the
development and progress of
skills, as well as employee
engagement and benefits.
The
 
Group places
 
a strong
 
emphasis on
 
the
 
upskilling and
 
reskilling of
 
its
employees,
 
upholding
 
a
 
high
 
standard
 
of
 
professionalism
 
while
implementing
 
anti-discrimination
 
policies
 
to
 
create
 
an
 
inclusive
 
work
environment.
 
The
 
Group
 
provides
 
extensive
 
benefits
 
to
 
all
 
employees,
irrespective of gender,
 
age, or marital status. Frequent meetings, breakfast
gatherings,
 
and
 
various
 
events
 
promote
 
open
 
communication
 
between
management
 
and
 
staff
 
representatives.
 
Enhanced
 
communication
channels
 
like
 
HR4U
 
and
 
the
 
Connected
 
portal
 
ensure
 
responsiveness
 
to
employee
 
inquiries.
 
The
 
Group
 
promotes
 
work-life
 
balance,
 
social
 
and
environmental
 
awareness,
 
and
 
volunteering
 
and
 
implements
 
an
 
ESG
upskilling
 
plan
 
and
 
awareness
 
initiatives
 
for
 
employees
 
and
 
clients
 
to
support sustainability efforts.
Business Community
(including corporate
networks,
entrepreneurship,
industry associations,
financial institutions
and start-up
entrepreneurs)
Mutual cooperation and open
communication driven by
ensuring the interests of the
business community.
Showcasing and promoting new
businesses based on specified
criteria and transparent
procedures.
The Group
 
supports entrepreneurship, innovation, and
 
internationalization
through
 
strategic
 
initiatives
 
including
 
dialogue
 
with
 
professional
associations and collaborations.
Civil Society
(including
communities, NGOs,
the academic and
scientific community,
international
organisations, and
the Media)
Engaging 3rd parties in CSR
initiatives designed and
implemented by the Group
Responding to 3rd party actions
with a social cause
Cooperation with the
 
Media to
ensure optimum and effective
promotion of the
 
Group and
its products and services.
The
 
Group
 
engages
 
with
 
non-governmental
 
organisations,
 
to
 
maintain
transparent
 
communication
 
and
 
prompt
 
responses.
 
The
 
Group
 
also
encourages
 
organisations
 
to
 
take
 
part
 
in
 
corporate
 
social
 
responsibility
initiatives,
 
providing
 
support
 
through
 
sponsorships
 
and
 
donations.
Employee
 
volunteer
 
efforts
 
enhance community involvement.
 
Partnerships
with academic institutions promote innovation in CSR practices.
Customers and Clients
Responsible information,
customer service and provision
of products and services with a
deep sense of respect and
transparency.
The
 
Group places
 
customers at
 
the
 
centre of
 
its activities
 
and one
 
of its
purposes
 
is to
 
help
 
them
 
in the
 
transition
 
to a
 
more
 
sustainable future,
accompanying
 
them
 
on
 
their
 
journey
 
towards
 
decarbonisation,
 
offering
them
 
innovative
 
solutions
 
to
 
finance
 
their
 
investments
 
with
 
positive
environmental
 
and
 
social
 
impacts
 
and
 
managing
 
initiatives
 
that
 
better
respond to sustainability-related challenges. For
 
more information
 
on the
Bank’s communication channels with customers and clients please
 
refer to
section 3.2.2 Policies and Actions.
Government and
Regulators
Compliance and harmonisation
with the supervisory and
regulatory framework.
The
 
Group
 
supports
 
open
 
communication
 
(meetings,
consultation etc.)
 
with government
 
and regulators in
 
order to
facilitate data sharing and issue resolution.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Stakeholder group
Cooperation framework
 
and
expectations
Means of communication
 
Suppliers and Partners
Cooperation based on
transparent procedures
 
and
specified criteria to achieve
mutually beneficial
agreements.
Communication with third-
party partners, to investigate
further tailor-made business
offerings.
The
 
Group
 
provides
 
comprehensive
 
and
 
transparent
 
information
 
in
procurement
 
processes
 
to
 
its
 
suppliers,
 
ensuring
 
compliance
 
with
 
legal
requirements
 
in
 
labour
 
and
 
environmental
 
matters,
 
respecting
 
human
rights and
 
stimulating the
 
demand for
 
socially responsible
 
products and
services.
On
 
top,
 
Eurobank
 
implements
 
an
 
electronic
 
tendering
 
system
complemented by a supplier evaluation platform and procedure, ensuring
transparency and efficiency in supplier selection.
The Group’s understanding of the interests and views
 
of its
 
key stakeholders is shaped through its
 
comprehensive stakeholder
engagement and DMA processes. By engaging with a wide range of stakeholders, including customers, employees, investors,
business
 
community,
 
suppliers
 
and
 
partners,
 
regulators,
 
and
 
civil
 
society,
 
the
 
Group
 
gathers
 
crucial
 
insights
 
into
 
their
expectations
 
regarding
 
issues
 
such
 
as
 
environmental
 
sustainability,
 
governance,
 
human
 
rights,
 
and
 
access
 
to
 
financial
services.
 
These
 
insights are
 
integrated
 
into
 
the
 
Group’s
 
strategy
 
and business
 
model, ensuring
 
that
 
its
 
actions
 
align
 
with
stakeholder
 
needs. Additionally,
 
the materiality
 
assessment process
 
identifies the
 
actual and
 
potential positive,
 
as long as
negative impacts
 
of the
 
Group’s
 
activities on the
 
environment
 
and society,
 
guiding its
 
decision-making and
 
ensuring long-
term value creation for
 
all stakeholders.
Views and interests of affected
 
stakeholders
The views and interests of
 
affected stakeholders with regard to the Group’s sustainability-related impacts are communicated
to
 
the
 
Board
 
of
 
Directors,
 
Board
 
Committees,
 
Management
 
Committees
 
and
 
functions
 
through
 
a
 
structured
 
process.
Stakeholder engagement is integral to the Group’s materiality assessment, and
 
relevant insights gathered from both internal
and
 
external
 
stakeholders
 
are
 
reviewed
 
by
 
the
 
Sustainability
 
Management
 
Committee.
 
These
 
committees
 
oversee
 
the
sustainability
 
strategy
 
and
 
ensure
 
that
 
stakeholder
 
concerns
 
regarding
 
sustainability
 
impacts
 
are
 
incorporated
 
into
 
the
Group’s decision
 
-making processes.
 
The Board
 
of Directors (BoD) is
 
informed about
 
the interests
 
and views of stakeholders
through the
 
presentation of
 
the results
 
of the
 
DMA, which includes
 
an evaluation
 
of the
 
impacts identified by
 
both internal
and external stakeholders. The
 
BoD is regularly updated on the progress
 
and outcomes, ensuring that stakeholder
 
feedback
is integrated into the Group’s
 
strategy and operations.
1.4.4
Material impacts, risks and opportunities and their interaction
 
with strategy and business model [SBM-3]
The Group
 
has conducted a comprehensive
 
materiality assessment
 
to identify its material
 
impacts, risks, and opportunities
in relation to sustainability. This process allows the Group to prioritise the sustainability
 
factors most pertinent to its
 
strategy,
business
 
model,
 
and
 
resource
 
allocation.
 
By
 
identifying
 
and
 
assessing
 
these
 
key
 
factors,
 
the
 
Group
 
ensures
 
that
 
its
sustainability initiatives are aligned with regulatory
 
standards and long-term business objectives. The
 
business model of the
Group
 
is primarily
 
focused
 
on delivering
 
financial services
 
to individual,
 
corporate,
 
and institutional
 
clients. Therefore,
 
the
material
 
impacts,
 
risks,
 
and
 
opportunities
 
identified
 
are
 
concentrated
 
in
 
the
 
provision
 
of
 
such
 
services.
 
The
 
table
 
below
outlines the outcomes
 
of the Group's impact materiality
 
assessment, presenting the identified material
 
impacts:
Sustainability matter
Description
Positive/
Negative
Type of
Impact
Location in
the value
chain
Time-
horizon
E1 Climate change -
Energy
Organisation implements measures to reduce energy
consumption, leading to enhanced efficiency in
operations.
Positive
Actual
Own
operations
Mid-term
E1 Climate change –
Energy
Organisation contributes to climate change through its
in-house operations that contribute to the
 
release of
emissions.
Negative
Actual
Own
operations
Short-term
S1 Own workforce -
Equal Treatment and
Opportunities for All
Organisation puts into action internal management
systems and initiatives that improve employees’
 
ability
to live free from gender / sexual / ethnic / racial
discrimination and ageism.
Positive
Actual
Own
operations
Short-term
S1 Own workforce -
Equal Treatment and
Opportunities for All
Organisation’s lack of established policies, measures
and actions increases the risk of discrimination incidents
within its operations, potentially impacting the
 
well-
being and morale of employees.
Negative
Potential
Own
operations
Short-term
S1 Own workforce –
Other work-related
rights
Organisation supports employees’ well-being through
providing satisfying and high-quality working
conditions, including adequate workspace and respect
of privacy.
Positive
Actual
Own
operations
Short-term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Sustainability matter
Description
Positive/
Negative
Type of
Impact
Location in
the value
chain
Time-
horizon
G1 Business Conduct –
Corporate culture
Organisation achieves positive impacts by
implementing operational practices
 
and initiatives that
improve stakeholders’
 
ability to benefit from effective,
accountable, and inclusive institutions, thereby
promoting business ethics and integrity.
Positive
Actual
Own
operations,
Upstream,
Downstream
Short-term
G1 Business Conduct –
Corruption and
bribery
Organisation’s commitment to corporate
 
integrity is
strengthened through the
 
implementation of robust
anti-corruption and anti-bribery policies, promoting
 
a
culture of transparency and ethical behaviour.
Positive
Actual
Own
operations
Long-term
G1 Business Conduct –
Corruption and
bribery
Corruption-related incidents can result in operational
disruptions, redirecting resources towards crisis
management and adversely affecting the
Organisation’s day-to-day business activities.
Negative
Potential
Own
operations
Mid-term
G1 Business Conduct –
Protection of
whistleblowers
Organisation’s commitment to whistleblower
 
protection
positively impacts society, employees, customers,
 
and
shareholders, setting a precedent for ethical
 
behaviour
and fostering a secure environment where
 
misconduct is
timely identified and stopped.
Positive
Actual
Own
operations
Short-term
Data security and
customer privacy
Organisation implements internal management systems
and initiatives that protect stakeholders'
 
data privacy.
Positive
Actual
Own
operations,
Downstream
Mid-term
Data security and
customer privacy
Organisation’s improper
 
implementation of established
cybersecurity systems and processes results in incidents
of data breach and leaks of personal data.
Negative
Potential
Own
operations,
Downstream
Mid-term
E1 Climate change –
Climate change
adaptation
Organisation actively contributes to GHG reduction
ambitions and targets, set by the EU, regulations,
central governments,
 
and other bodies, through its
sustainable financings and integration of climate risk in
the risk management framework.
Positive
Actual
Own
operations,
Downstream
Long-term
E1 Climate change –
Climate change
adaptation
Organisation’s business strategy may encompass the
continuation of financing to carbon-intensive sectors.
Negative
Potential
Own
operations,
Downstream
Long-term
E1 Climate change –
Climate change
mitigation
Organisation implements a robust climate change
mitigation strategy aiming to minimise the
consequences of climate change for its portfolio.
Positive
Actual
Own
operations,
Downstream
Long-term
E1 Climate change –
Climate change
mitigation
Organisation’s portfolio
 
faces negative impacts due to
the absence of a climate change mitigation strategy.
Negative
Potential
Own
operations,
Downstream
Long-term
S4 Consumers and
end-users -
Information-related
Impacts for
Consumers and/or
End-users
Organisation provides to clients access to accurate,
relevant and high-quality secured information, fostering
transparency and promoting the
 
principles of
responsible banking.
Positive
Actual
Downstream
Short-term
Sustainable financing
and investment
offerings
Organisation provides sustainable finance products and
services that promote green
 
and social investments and
incentivise improvement of its clients’ ESG performance.
Positive
Actual
Downstream
Long-term
Integration of
Sustainability in risk
management
The ESG / climate risk assessment may require
additional effort by the
 
clients in order to provide
required ESG data and may result in additional
conditions to comply with for financial agreements.
Negative
Potential
Downstream
Mid-term
In the fiscal year 2024, Eurobank has not provided specific financial figures regarding the
 
current financial effects of material
risks and opportunities. The Bank has opted for
 
a phased-in approach to report these
 
anticipated financial effects,
 
aligning
with the initial reporting period
 
requirements under
 
the European Sustainability Reporting Standards
 
(ESRS).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The
 
table below
 
outlines the
 
outcomes of
 
the
 
Group's
 
financial materiality
 
assessment,
 
presenting the
 
identified risks
 
and
opportunities:
Sustainability matter
Description
Risk/
Opportunity
Location in
the value
chain
Expected time
horizons for
anticipated
financial effects
S1 Own workforce
 
-
Working conditions
Demonstrating commitment to exemplary working
condition expectations, such as offering adequate
compensation, promoting work-life balance,
 
and
ensuring workplace safety, can attract
 
and retain
employees.
Opportunity
Own
operations
Short-term
S1 Own workforce
 
-
Working conditions
Non-compliance with the modern workplace
expectations such as good working conditions, adequate
salaries, and workplace safety, can affect
 
employees'
motivation and performance,
 
leading to decreased
productivity.
Risk
Own
operations
Short-term
Fostering Innovation
Meeting evolving customer expectations and modern
lifestyle needs through utilising digital tools and
innovative services can improve
 
customer engagement.
Opportunity
Own
operations
Short-term
Fostering Innovation
Rapid technologic development in the banking sector
may pose competitive threats and risks if the
Organisation fails to adapt and innovate at the same
pace.
Risk
Own
operations
Mid-term
Data security and
customer privacy
Growing cybersecurity threats and cyber-attacks
targeting financial institutions, and their customer data
may compromise the Organisation’s
 
systems, networks
and sensitive information, leading to operational
disruptions and reputational harm.
Risk
Own
operations,
Downstream
Mid-term
E1 Climate change –
Climate change
adaptation/mitigation
Meeting climate objectives linked to legal, regulatory and
other stakeholders’
 
requirements for the Organisation’s
clients, entails the opportunity for the Organisation
 
to
finance the transition of its clientele.
Opportunity
Own
operations,
Downstream
Long-term
E1 Climate change –
Climate change
adaptation/mitigation
The actions required by the
 
Organisation’s clients to
address climate change mitigation and adaptation
requirements relating to impacts deriving from climate
change may impact the Organisation’s credit risk.
Risk
Own
operations,
Downstream
Long-term
E4
 
Biodiversity and
ecosystem - Direct impact
drivers of biodiversity loss
Biodiversity loss due to clients’ operations
 
may lead to
financial and reputational damage.
Risk
Downstream
Long-term
Sustainable financing and
investment offerings
 
Promoting green and social investments in line with
requirements to support climate transition and in
response to changing consumer preferences
 
enhances
the Organisation’s brand
 
reputation, attracting
sustainability conscious investors.
Opportunity
Own
operations,
Downstream
Long-term
Sustainable financing and
investment offerings
 
Evolving market preferences
 
and regulatory shifts may
impact the demand for sustainable finance, posing risks
to the Organisation’s existing product offerings.
Risk
Own
operations,
Downstream
Long-term
Integration of
Sustainability in risk
management
 
Integrating ESG in risk management in response to
evolving regulatory requirements
 
and business needs
improves the
 
Organisation’s resilience to sustainability-
related risks, safeguarding the Organisation
 
against
potential financial losses, strengthening its overall
 
risk
management framework.
Opportunity
Own
operations,
Downstream
Mid-term
Integration of
Sustainability in risk
management
 
Client hesitance or inability to meet sustainability
requirements may impact the Organisation’s
 
market
perception, potentially affecting
 
its competitive position
and leading to additional risks.
Risk
Own
operations,
Downstream
Mid-term
Financial inclusion
 
Contributing to financial inclusion aligns with social
impact goals, positively impacting brand reputation and
offering financing to underserved populations,
 
such as
students and geographically isolated communities.
Opportunity
Downstream
Mid-term
 
 
 
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Double materiality matrix:
1.5
Materiality analysis and results according to the
 
concept of Double Materiality
1.5.1
Description of the processes
 
to identify and assess material impacts, risks and opportunities [IRO-1]
Materiality assessment
 
is conducted
 
through
 
a comprehensive
 
process
 
that aims
 
to identify,
 
assess, prioritise
 
and monitor
both potential and
 
actual impacts on people
 
and the environment,
 
as well as risks
 
and opportunities that
 
may in turn have
a financial effect on the
 
organisation.
 
Phase 1 – Understanding of the business, value chain & related
 
activities
The first
 
step is to understand
 
Group’s
 
key business segments
 
and partners influenced
 
by and influencing those
 
operations.
Credit institutions are complex
 
entities that engage in
 
a wide range of
 
activities, varying significantly in
 
both scale and scope.
To effectively
 
evaluate these activities and include them within the context of DMA, value
 
chain boundaries were established.
Boundaries are applied to
 
the Upstream side of value
 
chain, that are limited to
 
direct Suppliers, as well as
 
to the downstream
side which includes
 
the Group’s customers. The focus areas for the materiality assessment are identified
 
and prioritised based
on the
 
potential significant
 
IROs. Business
 
activities and partners
 
are categorized
 
based on their
 
role
 
in the
 
value chain by
identifying whether they
 
operate upstream,
 
downstream, or within own operations.
 
The significant
 
activities across
 
Eurobank’s
 
value chain have
 
been systematically
 
mapped to relevant
 
ESRS Sectors as
 
part
of
 
an
 
extensive
 
value
 
chain
 
analysis.
 
This
 
mapping
 
encompassed
 
both
 
upstream
 
and
 
downstream
 
activities,
 
along
 
with
Eurobank's
 
own
 
operations,
 
while
 
carefully
 
considering
 
the
 
interconnections
 
between
 
ESRS,
 
rating
 
agencies
 
and
 
industry
specific standards. For this purpose, the
 
methodologies established by the
 
SASB Materiality Map and the MSCI ESG Industry
Materiality Map are utilised as
 
foundational tools to identify Sustainability issues. Expert judgment is
 
applied throughout this
process to ensure that the mappings are accurate and relevant. In the identification of potentially material sub-topics a peer
analysis of
 
major Greek
 
systemic banks
 
and foreign
 
banks operating
 
predominantly
 
within the
 
EU was
 
also incorporated.
The Risk
 
Identification and
 
Materiality Assessment
 
(RIMA) Framework
 
was also utilised in the
 
overall
 
process. RIMA
 
enables
Eurobank to systematically
 
build its risk inventory by identifying and evaluating both
 
current and potential risks.
 
Phase 2 – Stakeholder engagement and identification
 
of IROs
The materiality
 
assessment process,
 
in the second phase,
 
included comprehensive
 
consultation with affected
 
stakeholders
to understand how they may be impacted by the
 
organisation's activities. Stakeholders’
 
engagement is an integral part of
the
 
materiality assessment
 
process.
 
The
 
affected
 
stakeholders’
 
engagement is
 
central
 
to the
 
materiality assessment
 
and
therefore
 
it is critical to gather
 
and assess diverse stakeholder
 
perspectives to build a
 
balanced and comprehensive
 
set of
impacts, risks, and
 
opportunities (IROs).
 
Eurobank recognises
 
the importance
 
of a due
 
diligence processes
 
and thus plans
to develop such processes
 
and utilise its outcomes to inform
 
the materiality
 
assessment in the
 
future. Through
 
stakeholder
engagement, a wide range of diverse perspectives is gathered to identify and assess the full spectrum of impacts, risks, and
opportunities
 
(IROs).
 
Eurobank
 
considered
 
its stakeholder
 
groups
 
as well
 
as the
 
ESG
 
experts
 
and classified
 
them
 
in
 
the
following 3 categories:
 
i.
Primary/Affected stakeholders,
 
ii.
Secondary stakeholders,
iii.
ESG Experts
 
 
 
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The stakeholder engagement for impact materiality involved identifying and categorizing
 
stakeholders into two main
 
groups:
Internal
 
Stakeholders
 
(Board
 
of
 
Directors,
 
Senior
 
Management,
 
and
 
Employees)
 
and
 
External
 
Stakeholders
 
(Business
Community, Civil
 
Society, Customers
 
and Clients, Suppliers
 
and Partners,
 
Investors and Shareholders,
 
and Government
 
and
Regulators). To engage
 
these diverse
 
groups, electronic questionnaires
 
were circulated
 
via an online platform.
 
In the context of impact materiality ("inside-out" perspective) causal links between Eurobank’s
 
and its value chain’s practices
and their impacts on the environment
 
and society were assessed. First, the topics are contextualized to explain why they
 
are
relevant
 
to Eurobank
 
and its
 
value chain
 
from
 
an impact
 
perspective.
 
For
 
this purpose,
 
Eurobank
 
considers its
 
value chain
activities, prior
 
year
 
reporting,
 
as well
 
as other
 
sources
 
(e.g. peers,
 
indices).
 
Then,
 
for
 
those that
 
are
 
deemed
 
relevant,
 
the
impacts on society or the environment
 
are described. Finally, the
 
impacts are classified as:
 
actual or potential,
 
negative or positive impacts on people
 
or the environment,
 
over the
 
short, medium and long-term time horizon.
Impacts arising from Eurobank's operations
 
are considered negative, without factoring in the
 
potential effectiveness
 
of any
mitigation measures that
 
may be implemented.
 
Regarding financial materiality Eurobank engaged with internal stakeholders, who are representative of the whole Eurobank,
to assess
 
risks and
 
opportunities.
 
The
 
primary method
 
for
 
stakeholder
 
engagement was
 
through
 
dedicated
 
focus
 
groups,
designed
 
to
 
evaluate
 
the
 
potential
 
risks
 
and
 
opportunities
 
associated
 
with
 
sustainability.
 
Sustainability
 
risks
 
and
opportunities were
 
assessed based
 
on their
 
likelihood of
 
occurrence
 
and the
 
potential magnitude
 
of their
 
financial effects
over the
 
short, medium, and long term time horizons.
Risks and opportunities are associated with financial materiality ("outside-in"). First, the
 
topics are contextualized to explain
why
 
they
 
are
 
relevant
 
to
 
Eurobank
 
and
 
its
 
value
 
chain
 
from
 
a
 
financial
 
perspective
 
(i.e.
 
from
 
a
 
risk
 
and/or
 
opportunity
perspective).
 
For
 
this purpose,
 
the
 
identification
 
of impacts
 
was utilised
 
as a
 
starting point,
 
since the
 
financial materiality
assessment benefits from
 
the outcome
 
of the impact materiality
 
assessment. Eurobank
 
considered its value chain
 
activities,
prior year sustainability reporting
 
(e.g. Pillar 3, UNEP
 
FI), as well as other
 
sources (e.g. peers,
 
MSCI, etc.). Then,
 
for those that
are deemed
 
relevant, the
 
risks and/or
 
opportunities are
 
described in
 
the short,
 
medium, and
 
long-term time
 
horizon in line
with ESRS
 
definition. The
 
analysis is
 
risk-based and
 
hence
 
opportunities are
 
identified only
 
when there
 
is a direct
 
business
opportunity
 
linked
 
to
 
a
 
subject
 
that
 
does
 
not
 
result
 
from
 
mitigating
 
a
 
risk.
 
To
 
align
 
-to
 
the
 
extent
 
this
 
is
 
feasible-
 
this
identification process with Eurobank’s
 
existing risk management, the input of RIMA process is utilised. Moreover, the draft list
of ROs was subject to multiple iterations through discussions with
 
key internal stakeholders
 
involved in the broader
 
financial
risks and opportunities identification process
 
in Eurobank.
 
Phase 3 – Assessment of IROs
 
After
 
having identified
 
IROs, both
 
an impact
 
and a
 
financial materiality
 
assessment
 
takes
 
place
 
in the
 
third
 
phase of
 
the
process,
 
whereby
 
each of the
 
impacts, risks and
 
opportunities are
 
scored on
 
predefined scales
 
for severity,
 
magnitude and
likelihood, as appropriate.
A sustainability matter is
 
material from
 
an impact perspective
 
when it pertains to
 
the Group’s
 
material, actual or potential,
positive or
 
negative impacts
 
on people or
 
the environment
 
(environmental,
 
social and governance
 
matters) over
 
the short,
medium and long-term time horizons. It includes impacts
 
connected to Eurobank’s own operations and value chain, including
through its products and services,
 
as well as through its business relationships.
 
Impacts are assessed based on the following
criteria:
Severity
, which is composed of 3 elements:
 
o
Scale
: how grave the
 
negative impact is or how beneficial the
 
positive impact is for people or the
 
environment.
o
Scope
: how
 
widespread the
 
negative
 
or positive
 
impacts
 
are.
 
In the
 
case of
 
environmental
 
impacts, the
 
scope
may be understood as the
 
extent of environmental
 
damage or a geographical
 
perimeter.
 
In the case
 
of impacts
on people, the scope may be understood as the
 
number of people adversely affected;
 
and
o
Irremediable character
: whether and to what extent the negative impacts could be remediated, i.e., restoring the
environment or affected
 
people to their prior state.
Likelihood
 
The significance of positive impacts is assessed by stakeholders,
 
by considering the scale and scope of impacts, whereas the
severity of negative
 
impacts was assessed by considering their
 
scale, scope and irremediable
 
character.
 
For the
 
assessment
of
 
potential
 
impacts,
 
the
 
likelihood
 
factor
 
is
 
also
 
considered.
 
The
 
qualitative
 
thresholds
 
for
 
impact
 
assessment
 
were
established by applying experts’
 
judgment, in addition to
 
the application
 
of quantitative
 
thresholds. Consequently,
 
impacts
(positive and/or negative) with
 
an impact materiality score exceeding these
 
thresholds were
 
classified as material.
The financial materiality assessment
 
corresponds to the identification
 
of information that
 
is considered material for
 
primary
users
 
of
 
general-purpose
 
financial
 
reports
 
in
 
making
 
decisions
 
relating
 
to
 
providing
 
resources
 
to
 
the
 
entity.
 
Risk
 
and
Opportunities
 
are
 
assessed
 
based
 
on
 
severity
 
and
 
likelihood.
 
Similarly
 
to
 
the
 
impact
 
materiality
 
assessment,
 
Eurobank
developed
 
a scoring mechanism
 
by applying
 
thresholds
 
as cut-off
 
points. Eurobank
 
performed
 
the assessment
 
of risks and
opportunities, by
 
engaging internal
 
stakeholders
 
through
 
workshops
 
with
 
experts
 
from
 
Eurobank’s
 
key
 
business units.
 
The
outcome of stakeholder engagement
 
was a list of scored risks and opportunities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Phase 4 – Materiality overview
 
In the
 
final step of
 
the process,
 
the Group
 
undertakes
 
a comprehensive
 
analysis of the
 
collected data,
 
prioritising impacts,
risks
 
and
 
opportunities
 
(IROs)
 
based
 
on
 
the
 
scores
 
obtained
 
through
 
structured
 
questionnaires
 
(Impact
 
Materiality
assessment)
 
and
 
targeted
 
focus
 
group
 
(Financial
 
Materiality
 
assessment).
 
Applying
 
these
 
scoring
 
mechanisms
 
allows
 
to
further separate
 
material and non-material impacts, risks and opportunities (IROs) and topics. A topic is material if it scores
‘high’ from an impact (positive, negative and/or both) and/or financial perspective (risk, opportunity and/or
 
both). Materiality
thresholds classify topics
 
as material in
 
terms of impact
 
materiality, financial materiality or in
 
case of both,
 
double materiality.
The
 
IROs assessed
 
to be
 
material
 
are then
 
grouped
 
and mapped
 
to a
 
topic/sub-topic in
 
order
 
to report
 
according to
 
the
corresponding Disclosure Requirements
 
of the relevant topic. The SMC approves
 
the proposed contents of the Sustainability
Statement that derive
 
from the results
 
of the DMA.
Strategic implication
The
 
DMA
 
strengthens
 
the
 
Group’s
 
commitment
 
to
 
responsible
 
risk
 
management,
 
fostering
 
robust
 
corporate
 
governance
practices while advancing sustainability goals. The
 
DMA process enables Eurobank
 
to effectively manage and leverage
 
risks
and opportunities
 
in a
 
way that
 
not only
 
supports its
 
financial
 
performance
 
but also
 
contributes to
 
positive
 
societal
 
and
environmental impacts.
 
Risk management is a key component of the Group's operations to achieve its strategic and business objectives. As such, the
Group has put in
 
place effective mechanisms to identify, monitor, and assess risks
 
promptly, evaluating their potential impact
on the
 
attainment
 
of corporate
 
objectives.
 
The
 
Risk Identification
 
and Materiality
 
Assessment (RIMA)
 
process
 
at Eurobank
plays a crucial role in managing
 
effectively risks preventing significant impacts on the Group's financial performance, capital,
liquidity,
 
and
 
business
 
objectives.
 
This
 
proactive
 
approach
 
helps
 
identify
 
emerging
 
risks,
 
especially
 
those
 
related
 
to
 
the
interconnected
 
nature
 
of sustainability
 
risks, which
 
are
 
integrated
 
into the
 
Group's
 
broader
 
risk management
 
framework.
Given the increasing recognition of both financial and non-financial impacts, Eurobank
 
takes a holistic approach to manage
sustainability risks, aligning these considerations
 
with other
 
risk types
 
within the organisation.
Eurobank also places a strong emphasis on managing social risks as part of its sustainable business strategy. The Group
 
has
adjusted
 
its
 
business
 
model,
 
strategy
 
and
 
processes,
 
as
 
well
 
as
 
its
 
financial
 
planning,
 
to
 
address
 
these
 
risks
 
effectively.
Additionally,
 
Eurobank
 
continuously assesses
 
its exposure
 
to governance
 
risks, recognising
 
that poor
 
governance
 
practices
by clients can
 
adversely
 
affect its
 
own operations.
 
To
 
mitigate this,
 
Eurobank
 
has implemented
 
robust internal
 
governance
arrangements and processes
 
that allow for effective
 
evaluation of governance
 
risks, both within its own operations and with
respect to its clients' governance performance.
 
This strategic focus
 
on sustainability not only helps Eurobank remain resilient
and
 
adaptable
 
in
 
a
 
fast-changing
 
business
 
environment
 
but
 
also
 
recognises
 
the
 
importance
 
of
 
identifying
 
material
opportunities as a crucial source of innovation and value
 
creation.
Eurobank
 
performed
 
its
 
DMA
 
in
 
accordance
 
with
 
the
 
European
 
Sustainability
 
Reporting
 
Standards
 
(ESRS)
 
as
 
an
 
early
adoption in 2023.
 
The corresponding
 
disclosures have
 
been included in
 
the 2023
 
Annual Report –
 
Business & Sustainability
(Sustainability Report)
 
. Eurobank
 
identified, assessed,
 
prioritised and
 
validated the
 
sustainability impacts
 
arising from
 
its
activities and assessed risks and opportunities that may have material
 
financial influence on Eurobank,
 
throughout its value
chain.
 
For
 
the
 
current
 
reporting
 
year,
 
the
 
Group
 
continues
 
to
 
adhere
 
to
 
ESRS,
 
ensuring
 
alignment
 
with
 
all
 
applicable
regulatory requirements.
 
For
 
more information
 
regarding
 
the
 
internal control
 
procedures
 
for
 
the identification
 
and assessment
 
of material
 
impacts,
risks,
 
and
 
opportunities,
 
please
 
refer
 
to:
 
1.3.2
 
Information
 
provided
 
to
 
and
 
sustainability
 
matters
 
addressed
 
by
 
the
undertaking's administrative,
 
management and supervisory bodies [GOV
 
-2].
1.5.2
 
Disclosure requirements in ESRS
 
covered by the
 
undertaking’s sustainability statement [IRO-2]
Through the DMA process,
 
Eurobank has determined that the
 
following topics are not material to Eurobank’s operations
 
and
value chain: ESRS E2 - Pollution,
 
E3 - Water
 
and Marine Resources, E5 - Resource
 
Use and Circular Economy,
 
S2 - Workers
 
in
the Value
 
Chain, and S3 -
 
Affected Communities.
 
This conclusion
 
reflects Eurobank’s
 
commitment to focusing
 
on areas with
the greatest impact and relevance
 
to its stakeholders and business.
The
 
table
 
below
 
presents
 
the
 
progress
 
made
 
on
 
implementing
 
the
 
provisions
 
of
 
the
 
European
 
Sustainability
 
Reporting
Standards:
Nr.
Description
Reference
Explanation
ESRS 2: General disclosures
BP-1
General basis for preparation
 
of the sustainability
statement
1.1 Basis for
 
Preparation
BP-2
Disclosures in relation to specific circumstances
1.2 Disclosures in relation to specific
circumstances
GOV-1
The role of the
 
administrative, management and
supervisory bodies
1.3.1 The
 
role of the administrative,
management and supervisory
bodies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Nr.
Description
Reference
Explanation
GOV-2
Information provided
 
to and sustainability matters
addressed by the undertaking’s administrative,
management and supervisory bodies
1.3.2 Information provided to and
sustainability matters addressed by
the undertaking's administrative,
management and supervisory
bodies
GOV-3
Integration of sustainability-related performance
 
in
incentive schemes
1.3.3 Integration of sustainability-
related performance
 
in incentive
schemes [GOV-3]
GOV-4
Statement on due diligence
1.3.4 Description of the due diligence
on sustainability matters [GOV-4]
GOV-5
Risk management and internal controls over
sustainability reporting
1.3.5 Risk management and internal
controls over
 
sustainability
reporting [GOV-5]
SBM-1
Strategy, business model and value chain
1.4.1 Information
 
on the market
position and strategy of the
company [SBM-1]
SBM-2
Interests and views of stakeholders
1.4.3 Stakeholder interest and
engagement [SBM-2]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
1.4.4 Material impacts, risks and
opportunities and their interaction
with strategy and business model
[SBM-3]
Omission of anticipated financial
effects for the
 
first year of
preparation
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
1.5.1 Description of the
 
processes to
identify and assess material
impacts, risks and opportunities
[IRO-1]
IRO-2
Disclosure requirements in ESRS covered
 
by the
undertaking’s sustainability statement
1.5.2 Disclosure requirements in
ESRS covered by the
 
undertaking’s
sustainability statement [IRO-2]
MDR-P
Policies adopted to manage material sustainability
matters
Policies analyzed per respective
topic
MDR-A
Actions and resources in relation to material
sustainability matters
Actions analyzed per respective
topic
MDR-M
Metrics in relation to material sustainability matters
Metrics analyzed per respective
topic
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Targets analyzed per
 
respective
topic
ESRS E1: Climate change
GOV-3
Integration of sustainability-related performance
 
in
incentive schemes
Integration of sustainability-related
performance in incentive schemes
[ESRS 2 GOV-3]
E1-1
Transition plan for
 
climate change mitigation
Transition plan for
 
climate change
mitigation [E1-1]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Material impacts, risks and
opportunities and their interaction
with strategy and business model
[ESRS 2 SBM-3]
IRO-1
Description of the processes to identify and assess
material climate-related impacts, risks and
opportunities
Description of the processes to
identify and assess material
climate-related impacts, risks and
opportunities [ESRS 2 IRO-1]
E1-2
Policies related to climate change mitigation and
adaptation
Policies related to climate change
mitigation and adaptation [E1-2]
E1-3
Actions and resources in relation to climate change
policies
Actions and resources in relation to
climate change policies [E1-3]
E1-4
Targets
 
related to climate change mitigation and
adaptation
Targets
 
related to climate change
mitigation and adaptation [E1-4]
E1-5
Energy consumption and mix
Energy consumption & mix [E1-5]
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
GHG Intensity based on net revenue
Gross Scopes 1, 2, 3 and Total GHG
emissions [E1-6]
E1-7
GHG removals and GHG mitigation projects financed
through carbon credits
GHG removals and GHG mitigation
projects financed through carbon
credits [E1-7]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Nr.
Description
Reference
Explanation
E1-8
Internal carbon pricing
Not applicable
E1-9
Anticipated financial effects from material physical
 
and
transition risks and potential climate-related
opportunities
Phased-in provision
Omission of all information under
this sub-topic for the first year of
preparation
ESRS E4: Biodiversity and ecosystems
E4-1
Transition plan and consideration
 
of biodiversity and
ecosystems in strategy and business model
Information is disclosed in a manner that reflects the
 
application of
biodiversity matters for
 
the financial services sector.
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
IRO-1
Description of processes to identify and assess material
biodiversity and ecosystem-related impacts, risks,
dependencies and opportunities
E4-2
Policies related to biodiversity
 
and ecosystems
E4-3
Actions and resources related to biodiversity
 
and
ecosystems
E4-4
Targets
 
related to biodiversity and ecosystems
E4-5
Impact metrics related to biodiversity and ecosystems
change
E4-6
Anticipated financial effects from biodiversity
 
and
ecosystem-related risks and opportunities
ESRS S1: Own Workforce
SBM-2
Interests and views of stakeholders
Stakeholder interest and
engagement [SBM-2]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Material impacts, risks and
opportunities and their interaction
with strategy and business model
[ESRS 2 SBM-3]
S1-1
Policies related to own workforce
Policies related to own workforce
[S1-1]
S1-2
Processes for engaging with own workforce
 
and
workers’ representatives
 
about impacts
Processes for engaging with own
workforce and workers’
representatives about impacts [S1-
2]
S1-3
Processes to remediate negative
 
impacts and channels
for own workers
 
to raise concerns
Processes to remediate negative
impacts and channels for own
workforce to raise
 
concerns [S1-3]
S1-4
Taking action on material
 
impacts on own workforce,
and approaches to managing material risks and
pursuing material opportunities related to own
workforce, and effectiveness
 
of those actions
Action on material impacts on own
workforce, and approaches
 
to
managing material risks and
pursuing material opportunities
related to own workforce,
 
and
effectiveness of those actions [S1-4]
S1-5
Targets
 
related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Targets
 
related to managing
material negative impacts,
advancing positive impacts, and
managing material risks and
opportunities [S1-5]
S1-6
Characteristics of the undertaking’s employees
Characteristics of employees [S1-6]
S1-7
Characteristics of non-employee workers
 
in the
undertaking’s own workforce
Phased-in provision
Omission of all information under
this sub-topic for the first year of
preparation
S1-8
Collective bargaining coverage
 
and social dialogue
Phased-in provision
Omission of information about
own employees in non-EEA
countries for the first year of
preparation
S1-9
Diversity metrics
Diversity Metrics [S1-9]
S1-10
Adequate wages
Adequate Wages [S1-10]
S1-11
Social protection
Phased-in provision
Omission of all information under
this sub-topic for the first year of
preparation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Nr.
Description
Reference
Explanation
S1-12
Persons with disabilities
Phased-in provision
Omission of all information under
this sub-topic for the first year of
preparation
S1-13
Training and skills development metrics
Training and skills development
metrics [S1-13]
Omission of all information under
this sub-topic for the first year of
preparation
S1-14
Health and safety metrics
Health and safety metrics [S1-14]
Omission of the data points on
cases of work-related ill-health
and on number of days lost to
injuries, accidents, fatalities and
work-related ill health and
 
reporting on non-employees for
the first year of preparation
 
of its
sustainability statement
S1-15
Work-life balance metrics
Training and skills development
metrics [S1-15]
Omission of
 
information under
this sub-topic for the first year of
preparation
S1-16
Remuneration metrics (pay gap and total
remuneration)
Remuneration metrics (pay gap and
total remuneration)
 
[S1-16]
S1-17
Incidents, complaints and severe human rights impacts
Incidents, complaints and severe
human right [S1-17]
ESRS S-4: Consumers and end-users
SBM-2
Interests and views of stakeholders
Stakeholder interest and
engagement [SBM-2]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Material impacts, risks and
opportunities and their interaction
with strategy and business model
[ESRS 2 SBM-3]
S4-1
Policies related to consumers and end-users
Policies related to consumers and
end-users [S4-1]
S4-2
Processes for engaging with consumers
 
and end-users
about impacts
Processes for engaging with
consumers and end-users about
impacts [S4-2]
S4-3
Processes to remediate negative
 
impacts and channels
for consumers and end-users to raise concerns
Processes to remediate negative
impacts and channels for consumers
and end-users to raise concerns [S4-
3]
S4-4
Taking action on material
 
impacts on consumers and
end-users, and approaches to managing material risks
and pursuing material opportunities related to
consumers and end-users, and effectiveness
 
of those
actions
Taking action on material
 
impacts
on consumers and end-users, and
approaches to managing material
risks, pursuing material
opportunities related to consumers
and end-users, and effectiveness of
those actions [S4-4]
S4-5
Targets
 
related to managing material negative
impacts, advancing positive impacts, and managing
material risks and opportunities
Targets
 
related to managing
material negative impacts,
advancing positive impacts, and
managing material risks and
opportunities [S4-5]
ESRS G1: Business conduct
GOV-1
The role of the
 
administrative, management and
supervisory bodies
The role of the
 
administrative,
management and supervisory
bodies [ESRS 2 GOV-1]
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of the processes to
identify and assess material
impacts, risks and opportunities
[ESRS 2 IRO-1]
G1-1
Business conduct policies and corporate culture
Business conduct policies and
corporate culture [G1-1]
G1-2
Management of relationships with suppliers
Not material
G1-3
Prevention and detection of corruption
 
and bribery
Prevention and detection of
corruption and bribery [G1-3]
G1-4
Incidents of corruption or bribery
Incidents of corruption or bribery
[G1-4]
G1-5
Political influence and lobbying activities
Not material
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Nr.
Description
Reference
Explanation
G1-6
Payment practices
Not material
Entity-specific: Integration of sustainability in risk management
GOV-1
The role of the
 
administrative, management and
supervisory bodies
The role of the
 
administrative,
management and supervisory
bodies [ESRS 2 GOV-1]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Material impacts, risks and
opportunities and their interaction
with strategy and business model
[ESRS 2 SBM-3]
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of processes to identify
and assess material impacts, risks
and opportunities [ESRS 2 IRO-1]
MDR-P
Policies adopted to manage material sustainability
matters
Policies related to the integration
 
of
sustainability in risk management
[MDR-P]
MDR-A
Actions and resources in relation to material
sustainability matters
Actions related to the integration
 
of
sustainability in risk management
[MDR-A]
MDR-M
Metrics in relation to material sustainability matters
Sustainability risk management
metrics [MDR-M]
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Sustainability risk management
targets [MDR-T]
Entity-specific: Sustainable financing and investment offerings
GOV-1
The role of the
 
administrative, management and
supervisory bodies
The role of the
 
administrative,
management and supervisory
bodies [ESRS 2 GOV-1]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Material impacts, risks and
opportunities and their interaction
with strategy and business model
[ESRS 2 SBM-3]
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of processes to identify
and assess material impacts, risks
and opportunities [ESRS 2 IRO-1]
MDR-P
Policies adopted to manage material sustainability
matters
Policies on sustainable financing
and investment offerings
 
[MDR-P]
MDR-A
Actions and resources in relation to material
sustainability matters
Actions on sustainable financing
and investment offerings
 
[MDR-A]
MDR-M
Metrics in relation to material sustainability matters
Metrics on sustainable financing
and investment offerings
 
[MDR-M]
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Targets on
 
sustainable financing
and investment offerings
 
[MDR-T]
Entity-specific: Fostering innovation
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Description of material impacts,
risks and opportunities and their
interaction with strategy
 
and
business model [SBM-3]
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of processes to identify
and assess material impacts, risks
and opportunities [ESRS 2 IRO-1]
MDR-P
Policies adopted to manage material sustainability
matters
Policies related to fostering
innovation [MDR-P]
MDR-A
Actions and resources in relation to material
sustainability matters
Actions related to fostering
innovation [MDR-A]
MDR-M
Metrics in relation to material sustainability matters
Fostering Innovation
 
metrics [MDR-
M]
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Fostering innovation
 
targets [MDR-
T]
Entity-specific: Financial inclusion
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Description of material impacts,
risks and opportunities and their
interaction with strategy
 
and
business model [SBM-3]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Nr.
Description
Reference
Explanation
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of processes to identify
and assess material impacts, risks
and opportunities [ESRS 2 IRO-1]
MDR-P
Policies adopted to manage material sustainability
matters
Policies related to financial inclusion
[MDR-P]
MDR-A
Actions and resources in relation to material
sustainability matters
Actions related to financial inclusion
[MDR-A]
MDR-M
Metrics in relation to material sustainability matters
Financial inclusion metrics [MDR-M]
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Financial inclusion targets [MDR-T]
Entity-specific: Data security and customer privacy
GOV-1
The role of the
 
administrative, management and
supervisory bodies
The role of the
 
administrative,
management and supervisory
bodies [ESRS 2 GOV-1]
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy
 
and business model
Description of material impacts,
risks and opportunities and their
interaction with strategy
 
and
business model [SBM-3]
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
Description of processes to identify
and assess material impacts, risks
and opportunities [ESRS 2 IRO-1]
MDR-P
Policies adopted to manage material sustainability
matters
Policies related to data security and
customer privacy [MDR-P]
MDR-A
Actions and resources in relation to material
sustainability matters
Actions related to data security and
customer privacy [MDR-A]
MDR-M
Metrics in relation to material sustainability matters
Data security and customer privacy
metrics [MDR-M]
MDR-T
Tracking effectiveness
 
of policies and actions through
targets
Data security and customer privacy
targets [MDR-T]
The table below presents
List of datapoints in cross-cutting and topical standards
 
that derive from
 
other EU legislation
:
Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
ESRS 2 GOV-1 Board's gender
diversity paragraph
 
21 (d)
Indicator number 13 of
Table #1 of Annex 1
Commission Delegated
Regulation (EU)
2020/1816, Annex II
The role of the
administrative,
management
and
supervisory
bodies [ESRS 2
GOV-1]
ESRS 2 GOV-1 Percentage of
board members who are
independent paragraph 21 (e)
Delegated Regulation
(EU) 2020/1816, Annex II
The role of the
administrative,
management
and
supervisory
bodies [ESRS 2
GOV-1]
ESRS 2 GOV-4 Statement on
due diligence paragraph 30
Indicator number 10
Table #3 of Annex 1
1.3.4
Description of
the due
diligence on
sustainability
matters [GOV-
4]
ESRS 2 SBM-1 Involvement in
activities related to fossil fuel
activities paragraph 40 (d) i
"Indicators number 4
Table #1 of Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453 ( 28 )
Table 1:
Qualitative
information on
Environmental
risk and Table 2:
Delegated Regulation
(EU) 2020/1816, Annex II
1.4.1
Information on
the market
position and
strategy of the
company
[SBM-1]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
Qualitative
information on
Social risk
ESRS 2 SBM-1 Involvement in
activities related to chemical
production paragraph
 
40 (d) ii
Indicator number 9 Table
#2 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex II
1.4.1
Information on
the market
position and
strategy of the
company
[SBM-1]
ESRS 2 SBM-1 Involvement in
activities related to
controversial weapons
paragraph 40 (d) iii
Indicator number 14
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1818, Article
12(1) Delegated
Regulation (EU)
2020/1816, Annex II
1.4.1
Information on
the market
position and
strategy of the
company
[SBM-1]
ESRS 2 SBM-1 Involvement in
activities related to cultivation
and production of tobacco
paragraph 40 (d) iv
Delegated Regulation
(EU) 2020/1818, Article
12(1) Delegated
Regulation (EU)
2020/1816, Annex II
1.4.1
Information on
the market
position and
strategy of the
company
[SBM-1]
ESRS E1-1 Transition plan to
reach climate neutrality by
2050 paragraph 14
Regulation
(EU)
2021/1119,
Article 2(1)
Transition plan
for climate
change
mitigation [E1-
1]
ESRS E1-1 Undertakings
excluded from Paris-aligned
Benchmarks paragraph 16 (g)
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 1:
Banking book-
Climate Change
transition risk:
Credit quality of
exposures by
sector, emissions
and residual
maturity
Delegated Regulation
(EU) 2020/1818, Article
12.1 (d) to (g), and
Article 12.2
Transition plan
for climate
change
mitigation [E1-
1]
ESRS E1-4 GHG emission
reduction targets paragraph
34
Indicator number 4 Table
#2 of Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 3:
Banking book –
Climate change
transition risk:
alignment
metrics
Delegated Regulation
(EU) 2020/1818, Article 6
Targets
related to
climate
change
mitigation and
adaptation
[E1-4]
ESRS E1-5 Energy consumption
from fossil sources
disaggregated by sources (only
high climate impact sectors)
paragraph 38
Indicator number 5 Table
#1 and Indicator n. 5
Table #2 of Annex 1
Energy
consumption
& mix [E1-5]
ESRS E1-5 Energy consumption
and mix paragraph 37
Indicator number 5 Table
#1 of Annex 1
Energy
consumption
& mix [E1-5]
ESRS E1-5 Energy intensity
associated with activities in
high climate impact sectors
paragraphs 40 to 43
Indicator number 6 Table
#1 of Annex 1
Energy
consumption
& mix [E1-5]
ESRS E1-6 Gross Scope 1, 2, 3,
and Total GHG emissions
paragraph 44
Indicators number 1 and
2 Table #1 of Annex 1
Article 449a;
Regulation (EU)
No 575/2013;
Commission
Implementing
Delegated Regulation
(EU) 2020/1818, Article
5(1), 6 and 8(1)
Gross Scopes
1, 2, 3 and
Total GHG
emissions [E1-
6]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
Regulation (EU)
2022/2453
Template 1:
Banking book –
Climate change
transition risk:
Credit quality of
exposures by
sector, emissions
and residual
maturity
ESRS E1-6 Gross GHG
emissions intensity paragraphs
53 to 55
Indicators number 3
Table #1 of Annex 1
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
Template 3:
Banking book –
Climate change
transition risk:
alignment
metrics
Delegated Regulation
(EU) 2020/1818, Article
8(1)
Gross Scopes
1, 2, 3 and
Total GHG
emissions [E1-
6]
ESRS E1-7 GHG removals and
carbon credits paragraph 56
Regulation
(EU)
2021/1119,
Article 2(1)
GHG removals
and GHG
mitigation
projects
financed
through carbon
credits [E1-7]
ESRS E1-9 Exposure of the
benchmark portfolio to
climate-related physical risks
paragraph 66
Delegated Regulation
(EU) 2020/1818, Annex II
Delegated Regulation
(EU) 2020/1816, Annex II
Phased-in
provision
"ESRS E1-9 Disaggregation of
monetary amounts by acute
and chronic physical risk
paragraph 66 (a)
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
paragraphs 46
and 47; Template
5: Banking book -
Climate change
physical risk:
Exposures subject
to physical risk.
Phased-in
provision
ESRS E1-9 Location of
significant assets at material
physical risk paragraph 66 (c)"
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
paragraphs 46
and 47; Template
5: Banking book -
Climate change
physical risk:
Exposures subject
to physical risk.
Phased-in
provision
ESRS E1-9 Breakdown of the
carrying value of its real estate
assets by energy-efficiency
classes paragraph 67 (c)
Article 449a
Regulation (EU)
No 575/2013;
Commission
Implementing
Regulation (EU)
2022/2453
paragraph
34;Template
2:Banking book -
Climate change
transition risk:
Loans
collateralised by
Phased-in
provision
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
immovable
property - Energy
efficiency of the
collateral
ESRS E1-9 Degree of exposure
of the portfolio
 
to climate-
related opportunities
paragraph 69
Delegated Regulation
(EU) 2020/1818, Annex II
 
Phased-in
provision
ESRS E2-4 Amount of each
pollutant listed in Annex II of
the E- PRTR Regulation
(European Pollutant Release
and Transfer
 
Register) emitted
to air, water and soil,
paragraph 28
Indicator number 8 Table
#1 of Annex 1 Indicator
number 2 Table #2 of
Annex 1 Indicator number
1 Table #2 of Annex 1
Indicator number 3 Table
#2 of Annex 1
Not material
 
ESRS E3-1 Water and marine
resources paragraph
 
9
Indicator number 7 Table
#2 of Annex 1
Not material
 
ESRS E3-1 Dedicated policy
paragraph 13
Indicator number 8 Table
2 of Annex 1
Not material
 
ESRS E3-1 Sustainable oceans
and seas paragraph 14
Indicator number 12
Table #2 of Annex 1
Not material
 
ESRS E3-4 Total water recycled
and reused paragraph 28 (c)
Indicator number 6.2
Table #2 of Annex 1
Not material
 
ESRS E3-4 Total water
consumption in m3 per net
revenue on own operations
paragraph 29
"Indicator number 6.1
Table #2 of
Not material
 
ESRS 2- IRO 1 - E4 paragraph
16 (a) i
Indicator number 7 Table
#1 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
matters for
the financial
services
sector.
ESRS 2- IRO 1 - E4 paragraph
16 (b)
Indicator number 10
Table #2 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
matters for
the financial
services
sector.
ESRS 2- IRO 1 - E4 paragraph
16 (c)
Indicator number 14
Table #2 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
matters for
the financial
services
sector.
ESRS E4-2 Sustainable land /
agriculture practices or policies
paragraph 24 (b)
Indicator number 11 Table
#2 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
matters for
the financial
services
sector.
ESRS E4-2 Sustainable oceans
/ seas practices or policies
paragraph 24 (c)
Indicator number 12
Table #2 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
matters for
the financial
services
sector.
ESRS E4-2 Policies to address
deforestation paragraph
 
24 (d)
Indicator number 15Table
#2 of Annex 1
Information is
disclosed in a
manner that
reflects the
application of
biodiversity
matters for
the financial
services
sector.
ESRS E5-5 Non-recycled waste
paragraph 37 (d)
Indicator number 13
Table #2 of Annex 1
Not material
ESRS E5-5 Hazardous waste
and radioactive waste
paragraph 39
Indicator number 9 Table
#1 of Annex 1
Not material
ESRS 2- SBM3 - S1 Risk of
incidents of forced labor
paragraph 14 (f)
Indicator number 13
Table #3 of Annex I
Material
impacts, risks
and
opportunities
and their
interaction
with strategy
and business
model [ESRS 2
SBM-3]
ESRS 2- SBM3 - S1 Risk of
incidents of child labor
paragraph 14 (g)
Indicator number 12
Table #3 of Annex I
Material
impacts, risks
and
opportunities
and their
interaction
with strategy
and business
model [ESRS 2
SBM-3]
ESRS S1-1 Human rights policy
commitments paragraph 20
Indicator number 9 Table
#3 and Indicator number
11 Table #1 of Annex I
Policies
related to own
workforce
 
[S1-
1]
ESRS S1-1 Due diligence
policies on issues addressed by
the fundamental International
Labour Organisation
Conventions 1 to 8, paragraph
21
Delegated Regulation
(EU) 2020/1816, Annex II
Policies
related to own
workforce
 
[S1-
1]
ESRS S1-1 Processes and
measures for preventing
trafficking in human beings
paragraph 22
Indicator number 1 Table
#3 of Annex I
Policies
related to own
workforce
 
[S1-
1]
ESRS S1-1 Workplace accident
prevention policy or
management system
paragraph 23
Indicator number 1 Table
#3 of Annex I
Policies
related to own
workforce
 
[S1-
1]
ESRS S1-3
Grievance/complaints handling
mechanisms paragraph 32 (c)
Indicator number 5 Table
#3 of Annex I
Processes to
remediate
negative
impacts and
channels for
own workforce
to raise
concerns [S1-3]
ESRS S1-14 Number of fatalities
and number and rate of work-
related accidents paragraph
88 (b) and (c)
Indicator number 2 Table
#3 of Annex I
Delegated Regulation
(EU) 2020/1816, Annex II
Health and
safety metrics
[S1-14]
ESRS S1-14 Number of days lost
to injuries, accidents, fatalities
or illness paragraph 88 (e)
Indicator number 3 Table
#3 of Annex I
Phased-in
provision
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
ESRS S1-16 Unadjusted gender
pay gap paragraph 97 (a)
Indicator number 12
Table #1 of Annex I
Delegated Regulation
(EU) 2020/1816, Annex II
Remuneration
metrics (pay
gap and total
remuneration)
[S1-16]
ESRS S1-16 Excessive CEO pay
ratio paragraph
 
97 (b)
Indicator number 8 Table
#3 of Annex I
Remuneration
metrics (pay
gap and total
remuneration)
[S1-16]
ESRS S1-17 Incidents of
discrimination paragraph 103
(a)
Indicator number 7 Table
#3 of Annex I
Incidents,
complaints
and severe
human right
[S1-17]
ESRS S1-17 Non-respect of
UNGPs on Business and
Human Rights and OECD
paragraph 104 (a)
Indicator number 10
Table #1 and
Delegated Regulation
(EU) 2020/1816, Annex II
Delegated Regulation
(EU) 2020/1818 Art 12 (1)
Incidents,
complaints
and severe
human right
[S1-17]
ESRS 2- SBM3 – S2 Significant
risk of child labour or forced
labour in the value chain
paragraph 11 (b)
Indicators number 12 and
n. 13 Table #3 of Annex I
Not material
ESRS S2-1 Human rights policy
commitments paragraph 17
Indicator number 9 Table
#3 and Indicator n. 11
Table #1 of Annex 1
Not material
ESRS S2-1 Policies related to
value chain workers paragraph
18
Indicator number 11 and
n. 4 Table #3 of Annex 1
Not material
ESRS S2-1 Non- respect of
UNGPs on Business and
Human Rights principles and
OECD guidelines paragraph 19
Indicator number 10
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex II
Delegated Regulation
(EU) 2020/1818, Art 12
(1)
Not material
ESRS S2-1 Due diligence
policies on issues addressed by
the fundamental International
Labor Organisation
Conventions 1 to 8, paragraph
19
Delegated Regulation
(EU) 2020/1816, Annex II
Not material
ESRS S2-4 Human rights issues
and incidents connected to its
upstream and downstream
value chain paragraph 36
Indicator number 14
Table #3 of Annex 1
Not material
ESRS S3-1 Human rights policy
commitments paragraph 16
Indicator number 9 Table
#3 of Annex 1 and
Indicator number 11 Table
#1 of Annex 1
Not material
ESRS S3-1 non-respect of
UNGPs on Business and
Human Rights, ILO principles or
and OECD guidelines
paragraph 17
Indicator number 10
Table #1 Annex 1
Delegated Regulation
(EU) 2020/1816, Annex II
Delegated Regulation
(EU) 2020/1818, Art 12
(1)
Not material
ESRS S3-4 Human rights issues
and incidents paragraph 36
Indicator number 14
Table #3 of Annex 1
Not material
ESRS S4-1 Policies related to
consumers and end-users
paragraph 16
Indicator number 9 Table
#3 and Indicator number
11 Table #1 of Annex 1
Policies
related to
consumers
and end-users
[S4-1]
ESRS S4-1 Non-respect of
UNGPs on Business and
Human Rights and OECD
guidelines paragraph 17
Indicator number 10
Table #1 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex II
Delegated Regulation
(EU) 2020/1818, Art 12
(1)
Policies
related to
consumers
and end-users
[S4-1]
ESRS S4-4 Human rights issues
and incidents paragraph 35
Indicator number 14
Table #3 of Annex 1
Taking action
on material
impacts on
consumers
and end-users,
and
approaches to
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Disclosure Requirement and
related datapoint
SFDR reference
Pillar 3 reference
Benchmark regulation
reference
EU
Climate
Law
reference
Section
managing
material risks,
pursuing
material
opportunities
related to
consumers
and end-users,
and
effectiveness
of those
actions [S4-4]
ESRS G1-1 United Nations
Convention against Corruption
paragraph 10 (b)
Indicator number 15
Table #3 of Annex 1
Business
conduct
policies and
corporate
culture [G1-1]
ESRS G1-1 Protection of
whistle-blowers paragraph
 
10
(d)
Indicator number 6 Table
#3 of Annex 1
Business
conduct
policies and
corporate
culture [G1-1]
ESRS G1-4 Fines for violation of
anti-corruption and anti-
bribery laws paragraph 24 (a)
Indicator number 17
Table #3 of Annex 1
Delegated Regulation
(EU) 2020/1816, Annex
II)
Incidents of
corruption or
bribery [G1-4]
ESRS G1-4 Standards of anti-
corruption and anti-bribery
paragraph 24 (b)
Indicator number 16
Table #3 of Annex 1
Incidents of
corruption or
bribery [G1-4]
 
 
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2. Environmental Information
2.1 Disclosures pursuant to
 
Taxonomy
 
Regulation
Disclosure pursuant to Article 8 of EU of Taxonomy
 
Regulation (Regulation 2020/852)
The EU Taxonomy
 
Regulation (Regulation EU) 2020/852 of the European Parliament and of the Council was adopted in 2020
by the European
 
Parliament and represents
 
an important step for
 
the EU to achieve
 
the Paris
 
Agreement climate
 
neutrality
goals.
 
It
 
sets
 
out
 
the
 
criteria
 
to
 
establish
 
a
 
common
 
classification
 
system
 
for
 
sustainable
 
economic
 
activities.
 
The
 
EU
Taxonomy
 
Regulation
 
determines
 
whether
 
an economic
 
activity is
 
environmentally
 
sustainable and
 
requires
 
financial and
non-financial entities subject to the Non-Financial Reporting Directive
 
(NFRD) to disclose the alignment of their
 
activities.
 
Article 8 of the Taxonomy
 
Regulation prescribes that
 
undertakings subject to the Non-Financial Reporting Directive
 
(NFRD),
including financial undertakings,
 
publish to what
 
extent their
 
activities are
 
associated with
 
economic activities
 
that qualify
as environmentally sustainable under EU Taxonomy Regulation. Separate disclosures requirements
 
and extensive criteria are
in place for financial and non-financial undertakings under Article 8 of EU Taxonomy Regulation Delegated
 
Act (Commission
Delegated Regulation (EU) 2021/2178.
For the
 
years 2021 and 2022, financial undertakings
 
subject to NFRD were
 
required to disclose the
 
proportion of taxonomy-
eligible and
 
taxonomy non-eligible
 
activities related
 
to the
 
environmental
 
objectives
 
of climate
 
change adaptation
 
(CCA)
and climate change mitigation (CCM).
 
In 2023, two new Delegated
 
Acts issued by the European
 
Commission were
 
adopted:
The
 
Delegated
 
Regulation
 
2023/2485,
 
which
 
extends
 
the
 
number
 
of
 
eligible
 
activities
 
in
 
the
 
climate
 
change
adaptation and mitigation objectives.
 
The Delegated
 
Regulation 2023/2486,
 
which establishes the
 
technical screening criteria
 
for the
 
economic activities
of the remaining four
 
environmental objectives.
 
For
 
the current
 
year,
 
in accordance with
 
the requirements
 
of the EU
 
Taxonomy
 
Regulation and
 
related Delegated
 
Acts, this
report includes the alignment
 
of Eurobank’s activities with
 
all six environmental objectives.
 
However,
 
it should be noted that
the
 
alignment
 
data
 
for
 
the
 
four
 
additional
 
environmental
 
objectives
 
presented
 
below,
 
rely
 
on
 
alignment
 
KPIs
 
that
 
non-
financial undertakings have chosen to report on a voluntary
 
basis:
a.
Sustainable use and protection of water
 
and marine resources,
 
b.
Transition to a circular
 
economy,
 
c.
Pollution control
 
and prevention, and
 
d.
Protection and restoration
 
of biodiversity and ecosystems.
This
 
is
 
due
 
to
 
the
 
fact
 
that
 
non-financial
 
undertakings,
 
whose
 
prior-year
 
data
 
forms
 
the
 
basis
 
for
 
Eurobank’s
 
alignment
calculations, are required to report alignment for these objectives starting only from their 2024 disclosures, available in
 
2025.
In
 
such
 
case,
 
the
 
Group
 
used
 
the
 
"best
 
available
 
data"
 
approach,
 
aligning
 
its
 
reporting
 
methodologies
 
with
 
regulatory
recommendations for
 
handling incomplete or transitional data.
With
 
the gradual
 
adoption of
 
the new
 
Corporate
 
Sustainability Reporting Directive
 
(CSRD) by
 
large companies,
 
small and
medium
 
listed
 
companies
 
and
 
large
 
companies
 
outside
 
the
 
EU
 
with
 
significant
 
activity
 
in
 
the
 
EU,
 
the
 
Group's
 
KPIs
 
are
expected to improve as the
 
number of companies subject to this new directive
 
will increase.
Credit institutions publish the Green Asset Ratio (GAR), which determines the extent to which the Group’s assets finance and
are invested
 
in taxonomy-aligned
 
economic activities, that
 
is the
 
ratio
 
of the
 
Group's taxonomy
 
-aligned assets
 
to covered
assets (total assets excluding exposure to sovereigns,
 
central banks and the
 
trading portfolio).
 
Moreover,
 
as required by the
EU Taxonomy
 
Regulation, activities, to be taxonomy-aligned,
 
must meet the specific taxonomy criteria
 
and ensure that they
cause no significant harm to any of the other
 
environmental objectives
 
(DNSH) and meet minimum social safeguards (MSS).
Additional KPIs are required regarding
 
the off-balance
 
sheet exposures and specifically for
 
financial guarantees to financial
and non-financial undertakings (FinGuar KPI) and assets under management (AuM KPI).
Integration of Taxonomy
 
in the Group’s
 
business strategy,
 
operating model, products
 
and customers
In line with best established practices,
 
the Group has integrated
 
the requirements
 
of the EU Taxonomy
 
Regulation within its
processes with key
 
roles consisting of
client engagement in the context of ESG/ Risk Assessment and Sustainable
 
Finance Assessment,
 
establishment
 
and
 
monitoring
 
of sustainability
 
risk and
 
EU
 
Taxonomy
 
-related
 
KPIs
 
to ensure
 
alignment
 
with
 
risk
limits and sustainable financing strategy/targets as well
 
as
 
the development
 
of relevant disclosures.
As part of its Sustainability Strategy,
 
the Group is implementing
 
initiatives that
 
will, among others, enable
 
it to increase the
share of taxonomy-aligned assets in the
 
coming years:
Development of sectoral near, mid and long-term financed emissions reduction pathways, in line with science-based
decarbonisation pathways,
 
in alignment with the Group’s
 
Net Zero commitments.
Performing
 
perimeter
 
analysis of Taxonomy
 
-related
 
sectors, counterparties
 
and financings
 
affecting
 
the GAR
 
and
 
 
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developing action plans for
 
increasing Taxonomy
-aligned financings in the future.
Further
 
integrating
 
sustainability
 
risks and
 
sustainable
 
financing considerations
 
in the
 
business
 
planning process
(e.g., project budgeting and prioritisation),
 
to reflect the Group’s
 
business strategy and relevant
 
targets.
Committed to
 
being transparent
 
about its
 
approach
 
and to
 
ensure
 
that
 
decision-
 
making is
 
in line
 
with best
 
practices
 
in
environmental
 
protection
 
and
 
sustainability,
 
Eurobank
 
has
 
developed
 
guiding
 
frameworks,
 
defining
 
the
 
approach
 
and
criteria for classifying its financing and investing activities
 
as sustainable:
The Sustainable Finance Framework
Through
 
its Sustainable
 
Finance
 
Framework
 
(SFF), Eurobank
 
is able
 
to classify
 
sustainable
 
lending solutions
 
offered
 
to its
clients, specifying the
 
applied classification
 
approach and
 
the activities
 
defined as eligible
 
to access sustainable
 
financing.
The
 
purpose of
 
establishing the
 
SFF is
 
to provide
 
a clear and
 
comprehensive
 
methodology
 
for
 
classifying, monitoring,
 
and
reporting
 
sustainable
 
financing
 
in
 
line
 
with
 
the
 
Financed
 
Impact
 
Strategy.
 
The
 
SFF
 
has
 
drawn
 
from
 
international
 
best
practices
 
and is
 
based on
 
two key
 
guiding frameworks:
 
The
 
International
 
Capital Market
 
Association
 
(ICMA)
 
principles on
sustainable financing
 
(Green
 
Bond Principles,
 
Green Loan
 
Principles and
 
Sustainability-linked Bond
 
Principles) and the
 
EU
Taxonomy.
 
Eurobank will closely monitor the developments of
 
the EU Taxonomy, to update its SFF as
 
relevant. The SFF defines
two levels of transaction
 
alignment:
SFF alignment - Fulfilment of criteria dictated by
 
established market practice
 
EU
 
Taxonomy
 
alignment
 
-
 
Fulfilment
 
of
 
criteria
 
associated
 
with
 
each
 
of
 
the
 
EU
 
Taxonomy
 
assessment
 
steps
(substantial contribution, DNSH, MSS)
Through the dedicated
 
purpose financing approach (i.e. where the use of proceeds is not known)
 
the Eurobank assesses and
classifies financings / transactions as “Not SFF aligned”,
 
“SFF aligned” or “SFF & EU Taxonomy
 
aligned”.
For
 
general
 
purpose
 
financing
 
/
 
transactions
 
(i.e.
 
where
 
the
 
use
 
of
 
proceeds
 
is
 
not
 
known),
 
the
 
SFF
 
defines
 
two
 
other
approaches:
Company Business mix
 
- Financing to
 
companies that fulfil the eligibility green/ social
 
criteria and derive the majority
of their revenues
 
from eligible activities.
Sustainability-linked
 
loans
 
-
 
Financing
 
linked
 
to
 
ambitious
 
and
 
predefined
 
Sustainability
 
Performance
 
Targets
(SPTs).
To adequately
 
embed of sustainable financing and the SFF in its practices,
 
the Group has developed
 
governance structures
and functions as well as a digital tool (SFF assessment
 
tool) that facilitate
 
the day-to-day implementation
 
of the SFF.
The
 
SFF assessment
 
tool supports
 
the process
 
of assessing
 
the financings
 
/ transactions
 
against the
 
criteria defined
 
in the
SFF and
 
the
 
EU Taxonomy.
 
Through
 
the
 
SFF assessment
 
tool,
 
users categorise
 
financing to
 
the
 
applicable
 
eligible activity
and are guided through the assessment steps which involve substantiating alignment with the criteria of each step,
 
including
Taxonomy
 
alignment assessment (TSC, DNSH criteria,
 
MSS).
Approach for
 
the preparation
 
of disclosures relating to Article 8 of the
 
Taxonomy
 
Regulation
The preparation
 
of mandatory disclosure
 
in taxonomy eligibility and alignment
 
is based on the
 
prudential consolidation for
the
 
Group.
 
The
 
consolidation
 
is in
 
accordance
 
with the
 
supervisory
 
reporting of
 
institutions
 
according
 
to the
 
Commission
Implementing Regulation (EU) 2021/451 (FINREP).
 
The Group,
 
upon reviewing its business
 
activities, to map Taxonomy
 
reporting requirements
 
with its core activities, provides
the key
 
performance
 
indicators (KPIs)
 
and other
 
disclosure requirements
 
as laid down
 
in the
 
EU Taxonomy
 
Regulation and
the EU Taxon
 
omy Delegated Act.
 
For 2024, credit institutions
 
shall disclose:
The
 
aggregate
 
GAR for
 
covered
 
on-balance
 
sheet
 
assets and
 
the
 
breakdown
 
by environmental
 
objective
 
and by
type of counterparty.
 
The percentage
 
of their total assets that are
 
excluded from the numerator
 
and the denominator of the GAR.
 
A complementary ratio
 
on the level
 
of association with Taxonomy
 
-aligned economic activities of off
 
-balance sheet
exposures.
 
These
 
exposures
 
include
 
financial
 
guarantees
 
granted
 
by
 
the
 
financial
 
institution
 
and
 
assets
 
under
management.
 
As
 
per
 
EU
 
Taxonomy
 
Regulation
 
Delegated
 
Act,
 
the
 
calculation
 
of
 
KPIs
 
for
 
off-balance
 
sheet
exposures shall
 
consider financial
 
guarantees
 
granted by
 
the
 
credit institution
 
and assets
 
under management
 
for
guarantee and investee
 
non-financial undertakings. Other
 
off-balance sheet
 
exposures such as commitments
 
shall
be excluded from that calculation.
The application
 
of the
 
EU Taxonomy
 
differs
 
for general
 
purpose financing and specific
 
purpose financing (i.e.
 
‘known use of
proceeds’).
 
General purpose financing
For general
 
purpose financing, the Group uses counterparties’
 
reported eligibility and alignment information from
 
the latest
published taxonomy information.
 
Specifically for corporate
 
counterparties, the Group
 
uses actual information that has been
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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disclosed and collected by
 
its counterparties reporting
 
under NFRD up to the
 
2023 reporting year
 
and the CSRD
 
from 2023
onwards.
 
In
 
order
 
to
 
determine
 
which
 
companies
 
are
 
subject
 
to
 
NFRD,
 
an
 
assessment
 
is
 
carried
 
out
 
to
 
determine
 
that
 
all
 
of
 
the
following criteria are met; a) if the country of
 
incorporation of the counterparty is in the EU, and
 
b) whether the counterparty’s
is either
 
a listed
 
company,
 
a credit
 
institution,
 
or an
 
insurance
 
company,
 
and c)
 
whether
 
the
 
entity’s net
 
revenue
 
exceeds
€40m or its total assets exceed €20m and d) the counterparty
 
has over 500 employees.
 
The identification
 
of counterparties subject to NFRD and counterparties not subject to NFRD has been carried
 
out based on
internal customer segmentation
 
in the core banking systems as well
 
as external information.
 
The
 
Taxonomy
 
-aligned assets
 
presented include
 
the reported
 
alignment for
 
exposures to
 
non-financial companies
 
subject
to NFRD
 
based on
 
the
 
Turnover
 
and capital
 
expenditure
 
(CapEx) KPI
 
published
 
by
 
the
 
counterparties.
 
The
 
Taxonomy
 
KPI
operating
 
expenses
 
(OpEx)
 
is
 
not
 
used
 
for
 
assessing
 
Taxonomy
 
-aligned
 
activities,
 
in
 
accordance
 
with
 
EU
 
Taxonomy
Regulation
 
Delegated
 
Act For
 
financial undertakings
 
subject
 
to NFRD,
 
the
 
Group’s
 
exposures
 
have
 
been weighted
 
to the
counterparty’s proportion of Taxonomy
 
-aligned assets.
 
Financial and non-financial
 
undertakings that
 
do not
 
meet the
 
aforementioned
 
requirements
 
are identified
 
as non-subject
to NFRD. Undertakings that are not required to report under the EU Taxonomy regulation (non-NFRD) are not included in the
calculation of eligible and aligned assets since estimations are
 
not allowed in mandatory reporting. Therefore,
 
assets on the
Group’s
 
balance
 
sheet
 
to
 
non-NFRD
 
undertakings
 
are
 
not
 
assessed
 
for
 
taxonomy
 
eligibility.
 
Assets
 
of
 
non-NFRD
counterparties,
 
derivatives,
 
hedge
 
accounting
 
and
 
on-demand
 
interbank
 
loans
 
are
 
not
 
included
 
in
 
the
 
calculation
 
of
Taxonomy
 
-eligible and Taxonomy
 
-aligned assets.
 
Specific purpose financing
For
 
specific
 
purpose
 
financing
 
where
 
the
 
use
 
of
 
proceeds
 
is
 
known,
 
project-specific
 
KPIs
 
are
 
used
 
in
 
the
 
assessment
 
of
Taxonomy
 
-eligibility
 
and
 
Taxonomy
 
-alignment
 
to
 
the
 
extent
 
that
 
Taxonomy
 
eligibility
 
and
 
Taxonomy
 
alignment
 
can
 
be
demonstrated
 
for
 
the
 
underlying
 
transaction.
 
As
 
part
 
of
 
Eurobank’s
 
Sustainable
 
Finance
 
assessment
 
process,
 
we
 
assess
standalone
 
dedicated
 
purpose
 
financings
 
to
 
evaluate
 
alignment
 
with
 
the
 
EU
 
Taxonomy
 
requirements.
 
The
 
assessment
 
is
carried
 
out, based on available
 
documentary evidence
 
provided by
 
the counterparties,
 
required to
 
ensure adherence
 
to EU
Taxonomy
 
and
 
based
 
on
 
applicable
 
National
 
Legislation
 
in
 
specific
 
financing
 
cases
 
(i.e.
 
Resilience
 
and
 
Recovery
 
Fund
investments, which embed the
 
DNSH assessment).
Other matters
In relation
 
to households,
 
loans collateralised
 
by residential
 
real estate,
 
loans granted
 
for
 
renovation
 
purposes and
 
loans
granted with purpose to finance the purchase of
 
vehicles were assessed for taxonomy-alignment. The Group is also reporting
its exposure to economic activities related to fossil
 
gas and nuclear energy according
 
to Commission Delegated Regulation
(EU) 2022/1214, which
 
amended the
 
EU Taxonomy
 
Delegated Act.
 
Hence, the
 
taxonomy-non-eligible nuclear
 
energy related
activities
 
are
 
included
 
in
 
the
 
denominator
 
of
 
Eurobank’s
 
key
 
performance
 
indicators.
 
The
 
Group
 
also
 
uses
 
the
 
relevant
templates included in the Delegated Act to disclose information
 
for nuclear and fossil
 
gas related activities.
 
The Group’s
 
approach for
 
the disclosures
 
prepared as of 31 December
 
2024 reflects its understanding and
 
interpretation of
the EU Taxonomy
 
requirements and
 
is based on the
 
best effort
 
to adhere
 
to the applicable
 
regulations and new
 
regulatory
developments. In accordance with the European Commission guidance published in
 
December 2023 FAQs, no estimates were
included in the calculation of eligibility and alignment
 
for mandatory disclosures presented.
The
 
Group
 
continues
 
its
 
work
 
on
 
implementing
 
the
 
EU
 
taxonomy
 
requirements
 
and
 
further
 
enhancing
 
its
 
reporting
methodology to ensure transparency
 
and completeness of the information
 
disclosed as further
 
robust information
 
becomes
available from counterparties.
Results
The Group’s
 
total GAR based on turnover and total GAR based
 
on CapEx, as at year-end 2024 cover
 
the six climate-related
EU environmental objectives
 
and are presented in the summary below:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Summary EU Taxonomy
 
KPIs
 
 
 
 
 
Million EUROS
Gross carrying
amount
Turnover
 
KPIs
Capex KPIs
Taxonomy
 
-eligible assets
17,868
24.6%
19,
 
408
26.7%
Taxonomy
 
-aligned assets
1,908
2.6%
2,658
3.7%
Assets
GAR-
 
Covered
 
assets
 
in
 
both
 
numerator
 
and
denominator
29,506
Assets
 
excluded
 
from
 
the
 
numerator
 
for
 
GAR
calculation (covered
 
in the denominator)
43,257
Total GAR assets
72,762
Total assets
102,567
Impairment for
 
loans and
 
advances at
 
amortised cost,
debt instruments
 
and other
 
adjustments, according
 
to
EU taxonomy methodology
(1,417)
Total
 
assets
 
according
 
to
 
the
 
consolidated
 
balance
sheet as at 31 December 2024
101,150
The reported main and additional
 
KPIs calculated on 31 December 2024 for
 
the Group, including the
 
reporting templates as
set out
 
in the
 
EU Taxonomy
 
Regulation, EU
 
Taxonomy
 
Regulation Delegated
 
Act and the
 
European Commission
 
FAQs,
 
are
presented in the Appendix.
 
Moreover,
 
comparative information
 
for 2023 is also reported, which
 
have been adjusted to reflect newly issued
 
guidance and
interpretations of the
 
existing EU taxonomy Regulation. The
 
adjustments aim to ensure that our disclosures are fully
 
aligned
with the latest regulatory
 
expectations, thereby
 
enhancing the transparency
 
and consistency of our reporting.
2.2
Climate change [E1]
2.2.1
Governance
Integration of sustainability-related
 
performance in incentive
 
schemes [ESRS 2 GOV-3]
Sustainability
 
at
 
Eurobank
 
is
 
deployed
 
across
 
a
 
Sustainability
 
Governance
 
structure
 
that
 
addresses
 
both
 
regulatory
requirements and voluntary
 
commitments. Board oversight
 
with respect to the Sustainability Strategy
 
is addressed through
the inclusion of Sustainability items in the
 
Board Meetings agenda, as per international
 
best practice.
The
 
Group
 
has updated
 
its
 
Governance
 
structure
 
by
 
introducing
 
and defining
 
the
 
roles
 
and responsibilities
 
in relation
 
to
climate
 
change
 
and
 
sustainability
 
risks,
 
embedding
 
regulatory
 
guidelines
 
and
 
market
 
practices.
 
The
 
Group
 
applies
 
the
elements
 
of the
 
three
 
lines of
 
defense
 
model for
 
the
 
management of
 
sustainability risks.
 
The
 
three
 
lines of
 
defense
 
model
enhances risk management and control
 
by clarifying roles and responsibilities within
 
the organisation.
The
 
Group
 
has
 
established
 
a
 
Remuneration
 
Policy
 
that
 
is
 
applicable
 
to
 
all
 
Group
 
employees
 
and
 
covers
 
their
 
total
remuneration.
 
The
 
Remuneration
 
Policy
 
forms
 
an
 
integral
 
part
 
of
 
the
 
Group’s
 
corporate
 
governance
 
practice
 
and
 
is
developed
 
in accordance
 
with
 
its
 
operational
 
model,
 
business
 
strategy,
 
objectives,
 
long-term
 
interests
 
of
 
the
 
Group
 
and
incorporates measures
 
to avoid conflict of interest.
 
The Remuneration
 
Policy promotes
 
sound and effective risk management
 
and is consistent with the objectives of the
 
Bank’s
business and
 
risk strategy,
 
corporate
 
culture
 
and values,
 
risk culture,
 
with regard
 
sustainability risk
 
factors,
 
including long
term interests
 
of the
 
Group and
 
the
 
measures
 
used to
 
avoid conflicts
 
of interest
 
and should
 
not encourage
 
excessive
 
risk-
taking on behalf of the Group.
The
 
Group
 
ensures
 
that
 
remuneration
 
practices
 
are
 
aligned
 
with
 
their
 
overall
 
risk
 
appetite,
 
taking
 
into
 
account
 
all
 
risks,
including sustainability
 
risks, reputational
 
risks, as
 
well as
 
risks resulting
 
from
 
the
 
mis-selling of
 
products.
 
More specifically,
the Remuneration
 
Policy has been designed in order
 
to:
Be consistent with and promote sound and effective
 
risk management.
Stimulate behaviours consistent with sustainability risks approach.
Comply with the Group’s
 
voluntary commitments.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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For the time being, the remuneration
 
of members of the administrative, management and supervisory bodies is not assessed
against GHG emission reduction targets, and thus
 
no percentage of this year’s
 
remuneration
 
is linked with the
 
achievement
of sustainability targets.
2.2.2
Strategy
Transition
 
plan for climate change mitigation
 
[E1-1]
 
The
 
Group
 
supports
 
the
 
transition
 
towards
 
a
 
sustainable
 
economy
 
and
 
considers
 
sustainability
 
and
 
addressing
 
climate
change as an opportunity. A key strategic
 
objective is to adapt the Group’s
 
business and operation in a way that addresses
climate change
 
challenges, accommodates
 
social needs
 
within its
 
business model
 
and safeguards
 
prudent governance
 
for
itself
 
and
 
its
 
counterparties,
 
in
 
accordance
 
with
 
supervisory
 
initiatives,
 
and
 
following
 
international
 
standards
 
and
 
best
practice.
 
Following
 
the
 
completion of
 
the
 
onboarding of
 
Hellenic Bank,
 
during 2024,
 
along with
 
the
 
upskilling achieved
 
for
the rest
 
of International
 
subsidiaries, the
 
Group aims to
 
align all entities’
 
Sustainability Strategies
 
to converge
 
to a Group-
wide Sustainability Strategy in both pillars.
To this
 
end, Eurobank
 
has designed, approved
 
and is currently
 
implementing the
 
Group’s Sustainability
 
Strategy,
 
including
targets and commitments, along two key
 
pillars:
Operational Impact
 
Strategy: Impact arising from
 
the Bank’s operational
 
activities and footprint in Greece
Financed Impact
 
Strategy:
 
Impact arising
 
from
 
the
 
Bank’s lending
 
and investing
 
activities to
 
specific sectors
 
and
clients
The
 
operational
 
impact
 
strategy
 
defines the
 
operational
 
sustainability priorities
 
and objectives.
 
The
 
strategy
 
is deployed
through
 
milestones and
 
KPIs that
 
support the
 
annual and
 
long-term
 
targets
 
set across
 
multiple
 
project
 
streams, and
 
key
pillars spanning over
 
the next
 
decade. The
 
operational
 
impact strategy
 
is developed
 
and deployed
 
along three
 
pillars, key
pillar of which is
 
the environmental
 
impact which aims at
 
minimizing negative
 
impact of Eurobank’s
 
operations
 
to promote
environmental stewardship
 
with a clear goal to attain climate neutrality.
The underlying target of
 
the environmental impact pillar is
 
the achievement of Net Zero emissions
 
from Eurobank’s operations
by 2033
 
for
 
Scope 1
 
& 2
 
emissions and
 
by 2050
 
for
 
Scope 3
 
emissions, with
 
2019 as
 
the
 
baseline year.
 
Τhe action
 
plan for
achieving this target and tracking the progress
 
against it, is informed by transition
 
pathways that are aligned with the
 
Paris
Agreement target of limiting global
 
warming to 1.5
o
 
C.
To
 
achieve its operational
 
Net Zero targets, the
 
Bank has identified the following
 
key decarbonisation
 
levers:
Promote energy
 
efficiency and self-generation
 
of electricity - Scopes 1 & 2:
o
Action
 
plan
 
to
 
reduce
 
emissions
 
from
 
its
 
operations
 
by
 
optimizing/upgrading
 
the
 
energy
 
efficiency
 
of
 
its
buildings. This
 
includes technical
 
interventions
 
(i.e. LED
 
light fixture
 
installations, minimum
 
energy
 
class of
 
A+
air
 
conditioning
 
and
 
heat
 
recovery
 
ventilation
 
systems)
 
as
 
well
 
as
 
system-level
 
building
 
upgrades
 
and
 
the
replacement of carbon-intensive
 
sources (i.e. heating oil).
 
o
Energy self-production
 
plan consisting of
 
rooftop photovoltaic
 
(PV) stations
 
installed on
 
Eurobank’s
 
buildings
and standalone PV parks developed on Eurobank
 
property.
o
Increase procurement
 
of electricity sourced by Renewable Energy
 
Sources (guarantees of origin).
Electromobility – Scope 1
o
Gradual increase
 
of the share
 
of plug-in/ electric vehicles
 
in Eurobank’s
 
fleet and installation
 
of EV recharging
infrastructure at buildings
 
Minimise business travel
 
– Scope 3
o
Measures to
 
reduce indirect
 
emissions associated
 
with transportation
 
and business
 
travel,
 
where
 
feasible, by
introducing alternative
 
methods such as teleconferencing
Transition to cloud
 
– Scopes 2 & 3
o
Initiative for transitioning to cloud computing which
 
will result in
 
the reduction of electricity usage
 
from physical
servers.
The targets
 
that have
 
been in place
 
for the
 
achievement
 
of the
 
operational
 
Net Zero
 
commitment for
 
Scope 1 &
 
2 by 2033
and for Scope 3 by 2050 commitment are
 
the following:
Establish a centralized web
 
-based Platform for
 
energy,
 
emissions and environmental Data
 
by 2025.
Implement energy self-production
 
activities:
o
Installation of roof-top PVs
 
on Eurobank buildings by 2024
o
Develop standalone PV parks by 2028
Electromobility: >25%
 
of leased vehicles to
 
be EV or hybrid (new
 
contracts) by 2024
 
and >75% of leased vehicles
 
to
be EV or hybrid (new contracts) by 2028.
Calculation of emissions savings due to data centre
 
modernization by 2024
Completion of the initiative
 
"Journey to Cloud" by 2025
100% of electricity consumed to be originated from RES by
 
2028
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Energy efficiency upgrade
 
of buildings that contribute to Scope 1 & 2 emissions by 2030
Increase the number of certified
 
green buildings in Eurobank's building portfolio
 
by 10 by 2030 (baseline 2023)
Acknowledge the Acharnes building
 
as a model environmental building by 2025
Monitor, certify,
 
disclose and optimize emissions of Scope 1,
 
Scope 2 and Scope 3 Operational in line with regulation
and all applicable categories of GHG Protocol
 
by 2025
Carbon credits (nature-based carbon removal projects
 
in line with SBTi) for the entirety of natural
 
gas emissions, up
to 3% of the total Bank emissions (Scope 1 & 2) by 2025
Develop Long-term Energy
 
Plan (including self-production and PPA
 
options) by 2025
Maintain and update
 
detailed Operational
 
Net Zero
 
Action Plan (SBTi
 
aligned, baseline year
 
2019) for
 
Scope 1 & 2
(Net-Zero by 2033) and for
 
Scope 3 (Net-Zero by 2050).
The
 
operational
 
Net Zero
 
action plan
 
is complemented
 
by milestones,
 
KPIs, annual
 
targets and
 
long-term
 
interim targets,
serving
 
the
 
declared
 
commitments.
 
Links
 
are
 
established
 
with
 
Transformation
 
streams
 
as
 
well
 
as
 
corresponding
 
ISO
Management System standards, to
 
ensure substantiation and certification of activities,
 
validate target setting
 
and measured
performance,
 
and systematically monitor progress
 
through internal reviews
 
and external assurance.
2024 was the third year of implementation
 
of Eurobank’s operational
 
impact strategy,
 
with the following
 
completed actions
demonstrating progress:
Update
 
of
 
the
 
operational
 
Net
 
Zero
 
Roadmap
 
and
 
transition
 
curves
 
with
 
2023
 
data,
 
in
 
line
 
with
 
the
 
transition
pathways that are aligned
 
with the Paris Agreement
 
target of limiting global warming to 1.5
o
 
C.
Verified operational
 
carbon footprint for
 
2023 as per ISO 14064, in line with National Climate
 
Law stipulations.
Considerable
 
reduction
 
of 5.04%
 
in purchased
 
electricity consumption,
 
reduction
 
of 10.16%
 
of equivalent
 
Scope 2
emissions and
 
reduction of
 
13.15%
 
of equivalent Scope
 
1 &2 emissions
 
(surpassing the
 
4.7% 2024 target)
 
in 2024,
compared to 2023.
97.96%
 
of total electricity consumed
 
in 2024 was sourced
 
from Renewable
 
Energy Sources
 
(certified guarantees
 
of
origin and self-production).
94.79%
 
of Eurobank's
 
leased
 
vehicles
 
are
 
plug-in/electric
 
(new
 
contracts),
 
as part
 
of its
 
efforts
 
to accelerate
 
the
complete replacement of its fleet with electric
 
or hybrid vehicles.
Additional chargers for
 
electric vehicles were installed in central
 
buildings.
Eurobank certified
 
its new Headquarters Building with LEED (Gold) and increased its certified
 
green buildings to 20
(LEED, BREEAM certifications).
Photovoltaic (PV) installations have been
 
completed under the Net
 
Metering principle in
 
the Nea Ionia
 
and Acharnes
buildings during 2023, Energy self-production
 
started in May 2024 in N. Ionia complex and in
 
July 2024 in Acharnes
building. Energy self-production
 
of 787.87
 
MWh from solar panels.
 
In 2024, the environmental
 
licensing process for
 
two PV standalone parks in central
 
Greece was initiated.
 
Completion of Eurobank’s Energy
 
profiling Report in the framework
 
of the development
 
of a long-term energy plan
for Bank’s building portfolio.
The Group recognises that the
 
most significant part of its impact
 
on climate arises from the financing it extends to its clients.
Therefore,
 
the
 
second
 
pillar
 
of
 
its
 
Sustainability
 
Strategy,
 
Financed
 
Impact
 
Strategy,
 
evolves
 
around
 
the
 
following
 
key
components:
Sustainable
 
financing:
 
Development
 
of
 
strategies
 
that
 
will
 
promote
 
the
 
green
 
transition
 
of
 
the
 
Group’s
 
clients
through sustainable financing.
Portfolio
 
alignment
:
Gradual alignment of
 
the Group’s
 
portfolio
 
with sectoral
 
transition pathways
 
that are aligned
with the 1.5°C climate transition
 
scenario.
Net Zero
 
strategy:
 
Sectoral
 
decarbonisation
 
targets covering
 
the
 
Group’s
 
lending portfolios,
 
with phased
 
target-
setting up to 2050.
In line with its commitment to address climate
 
change, the Group has joined
 
the Net-Zero
 
Banking Alliance (NZBA), a bank-
led, UN-convened
 
alliance of
 
banks worldwide,
 
reinforcing
 
its dedication
 
to aligning
 
its lending
 
and investment
 
portfolios
with net-zero
 
emissions by 2050 or sooner,
 
in line with the most ambitious targets set by
 
the Paris Climate Agreement.
 
As a
 
result,
 
the
 
Group
 
is now
 
taking the
 
next step
 
to identifying
 
and disclosing
 
its first
 
set of
 
sectoral
 
Net Zero
 
targets. In
doing so, it
 
aims to actively
 
support the
 
decarbonisation
 
policy agenda
 
and play a
 
pivotal
 
role
 
in channeling capital
 
flows
towards the
 
transition of key
 
sectors in the short,
 
medium and long-term time
 
horizons. Specifically,
 
the Group
 
has initiated
the process of developing sectoral, financed emissions reduction targets based on the NZBA
 
framework, for some of the most
carbon-intensive and, therefore,
 
most relevant and impactful sectors and portfolios.
 
It approaches its target setting process
on a
 
sector/portfolio basis, to factor in specific
 
elements of the climate
 
transition. It also adheres to
 
proven industry standards
(e.g. NZBA, PCAF) and accredited science-based decarbonisation
 
scenarios, in line with a 1.5
o
C objective by 2050.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Based
 
on
 
the
 
NZBA
 
framework,
 
the
 
Group
 
has
 
identified
 
its
 
priority,
 
carbon
 
intensive
 
sectors,
 
representing
 
a
 
significant
proportion of
 
its financed emissions,
 
and is developing
 
its 2030 emission
 
reduction targets.
 
The first
 
wave of sector
 
targets
will be finalised within 2025, including phased target setting up to 2050, and operationalization of its Net Zero 2030 targets.
 
The activity
 
of the
 
Group is
 
part of the
 
EU Paris-aligned
 
Benchmark activities. As
 
part of the
 
Pillar 3 disclosures,
 
the Group
discloses the counterparties in its portfolio that are excluded from the Paris Aligned Benchmark (Consolidated Pillar 3 Report
- 11.4.1 Template 1: Banking book - Climate
 
Change transition risk: Credit quality
 
of exposures by sector, emissions and
 
residual
maturity).
Material impacts, risks and opportunities and their interaction
 
with strategy and business model [ESRS
 
2 SBM-3]
The Group
 
identifies and assesses sustainability-related
 
risks, including Climate-Related and Environmental
 
risks, within the
context of the Risk Identification and Materiality Assessment (RIMA) process,
 
which is performed at least on an annual basis,
or ad-hoc, if necessary. Through the RIMA process, the Group identifies material risks that could potentially have a significant
adverse impact on its financials, capital base, liquidity
 
position or business model, as well as
 
identifies any possible emerging
risks that
 
the
 
Group
 
might be
 
exposed to.
 
In this
 
context, the
 
Group
 
takes
 
into consideration
 
several
 
different
 
sources
 
to
identify new
 
risks, such as
 
the Single
 
Supervisory Mechanism
 
(SSM), the
 
Supervisory Priorities,
 
the EU
 
& national
 
legislation
changes, developments
 
in the
 
regulatory
 
landscape in
 
general,
 
along with
 
EBA Guideline
 
or Basel
 
Committee on
 
Banking
Supervision (BCBS) reports.
The
 
Group
 
has
 
identified
 
as
 
sustainability
 
risks,
 
the
 
risks
 
deriving
 
from
 
potential
 
loss
 
or
 
negative
 
impact
 
to
 
the
 
Group,
including loss/damage to physical assets, disruption
 
of business or system failures,
 
transition expenditures
 
and reputational
effects from
 
the adverse consequences
 
of climate change and environmental degradation.
As sustainability
 
risks interact
 
with other
 
risks and result
 
in both
 
direct distributional
 
impacts and
 
indirect macroeconomic
impacts,
 
the
 
Group
 
understands
 
that
 
careful
 
consideration
 
of the
 
cross-cutting
 
nature
 
thereof
 
is necessary
 
to ensure
 
the
appropriate implementation
 
of adaptation activities. Thus, the
 
Group considers sustainability risks as drivers
 
of existing risk
types, undertaking a holistic and systemic approach when examining the complex links between sustainability risks and
 
both
financial
 
and
 
non-financial
 
risks.
 
Eurobank
 
has
 
integrated
 
sustainability
 
risks
 
elements
 
into
 
its
 
existing
 
risk
 
management
processes, creating additional
 
procedures, policies
 
and tools so that these risks can be properly
 
identified and measured.
The
 
Group
 
has identified
 
the
 
risk drivers
 
related
 
to climate
 
change and
 
environmental
 
degradation,
 
through
 
internal
 
and
external sources
 
of knowledge, that
 
are most relevant
 
for the
 
business environment
 
in which it operates.
 
In this context, the
Group has identified the following
 
list of climate-related and environmental
 
risk drivers:
Climate-related risks
Transition
 
risk
 
Financial loss
 
that
 
can
 
result,
 
directly
 
or indirectly,
 
from
 
the
process
 
of
 
adjustment
 
towards
 
a
 
lower-carbon
 
and
 
more
environmentally
 
sustainable
 
economy.
 
This
 
transition
 
may
entail extensive behavioral,
 
policy and regulatory,
 
as well as
technological
 
changes,
 
to
 
address
 
mitigation
 
and
adaptation
 
requirements
 
relating
 
to
 
impacts
 
deriving
 
from
climate
 
change and
 
environmental
 
risks.
 
Depending on
 
the
nature,
 
speed,
 
and
 
focus
 
of
 
these
 
changes,
 
transition
 
risks
may pose varying
 
levels of
 
financial and reputational
 
risk to
organisations
Physical risk
Financial
 
impact
 
of
 
a
 
changing
 
climate,
 
including
 
more
frequent
 
extreme
 
weather
 
events
 
and
 
gradual
 
changes
 
in
climate, as well as the impact of environmental degradation,
such
 
as
 
air,
 
water
 
and
 
land
 
pollution,
 
water
 
stress,
biodiversity loss and deforestation
.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Behavioural Changes
Behavioral
 
changes of consumers,
 
suppliers, employees
 
and
investors
 
could
 
trigger
 
shifts
 
in
 
supply
 
and
 
demand
 
for
certain
 
commodities,
 
products,
 
services
 
and
 
capital
 
as
climate-related
 
and
 
environmental
 
risks
 
and
 
opportunities
are
 
increasingly
 
taken
 
into
 
account.
 
Changing
 
client
 
or
community perceptions
 
of an
 
organisation’s
 
contribution to
or detraction from the transition
 
to a lower-carbon economy
and developments
 
aimed at halting
 
or reversing
 
damage to
nature,
 
can
 
all
 
result
 
in
 
decreased
 
revenue,
 
changes
 
in
 
the
revenue
 
mix
 
and
 
major
 
capex
 
requirements,
 
while
 
they
 
are
also
 
a
 
potential
 
source
 
of
 
reputational
 
risk
 
for
 
many
corporates.
Acute Hazards
Extreme weather
 
-related events
 
such as storms,
 
floods, fires
or
 
heatwaves
 
and
 
other
 
environmental
 
hazards
 
such
 
as
geologic events
 
or changes in ecosystem
 
equilibria (e.g., soil
pollution) that
 
may damage production/
 
operation
 
facilities
and disrupt value chains.
Policy & Regulatory Changes
The objectives of policy
 
actions and regulatory requirements
generally fall
 
into two categories:
1.
Policy
 
actions
 
that
 
aim
 
at
 
constraining
 
actions
 
that
contribute to the adverse
 
effects of climate change (e.g.,
implementing
 
carbon-pricing
 
mechanisms
 
to
 
reduce
greenhouse
 
gas
 
emissions,
 
energy
 
use
 
toward
 
lower
emission
 
sources)
 
and
 
environmental
 
degradation
 
(e.g.
restrictions
 
on water
 
consumption levels,
 
ban of
 
certain
environmentally damaging materials/chemicals).
2.
Policy
 
actions
 
that
 
seek
 
to
 
promote
 
adaptation
 
to
climate
 
change
 
(e.g.,
 
adopting
 
energy-efficiency
solutions,
 
encouraging
 
greater
 
water
 
efficiency
measures,
 
and
 
promoting
 
more
 
sustainable
 
land-use
practices)
 
and
 
environmental
 
degradation
 
(e.g.
 
more
efficient water management
 
practices).
Both the
 
nature and the
 
timing of policy changes
 
determine
the extent of the associated risk and its subsequent financial
impact.
 
Another
 
important
 
risk
 
is
 
litigation
 
or
 
legal
 
risk.
 
As
the
 
value
 
of loss
 
and damage
 
arising from
 
climate
 
change
and environmental
 
degradation
 
grows,
 
litigation risk
 
is also
likely to increase.
Chronic Hazards
Progressive
 
shifts, such as increasing temperatures,
 
sea level
rise, water
 
stress, biodiversity
 
loss, land use
 
change, habitat
destruction and
 
resource
 
scarcity.
 
This can
 
directly result
 
in,
for example, damage to property or reduced
 
productivity, or
indirectly
 
lead to
 
subsequent events,
 
such as
 
the
 
disruption
of supply chains
Technological
 
Changes
Technological
 
improvements
 
or innovations that support the
transition
 
to
 
a
 
lower-carbon,
 
energy
 
efficient
 
economic
system as well as
 
the substitution of products or services with
a lower / improved impact on nature or reduced dependency
on nature can have a significant impact on organisations, as
different
 
industries may encounter
 
difficulties in adapting to
technology
 
advancements
 
toward
 
greener
 
practices.
 
For
example, the development and use of
 
emerging technologies
such as renewable energy, battery storage, energy efficiency,
and
 
carbon
 
capture
 
and
 
storage
 
will
 
affect
 
certain
organisations,
 
their
 
production
 
and
 
distribution
 
costs,
 
and
ultimately the
 
demand for
 
their
 
products
 
and services
 
from
end
 
users.
 
The
 
timing
 
of
 
technology
 
development
 
and
deployment is also a key uncertainty in assessing technology
risk.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Environmental Risks
Water Scarcity
Water
 
scarcity
 
is
 
assessed
 
in
 
the
 
context
 
of
 
environmental
risk.
 
However,
 
environmental
 
risk
 
is
 
not
 
further
 
split
 
into
physical and transition hazards at this stage, due to a lack
 
of
appropriate
 
data
 
and
 
the
 
overall
 
early
 
stage
 
of
 
the
corresponding
 
environmental
 
risk
 
management
 
framework;
rather,
 
water
 
scarcity
 
assessment
 
embodies
 
both
components
 
altogether.
 
The
 
analysis
 
for
 
environmental
hazards
 
will
 
resemble
 
the
 
analysis
 
for
 
climate
 
risk
 
going
forward, as the
 
risk environment matures.
Biodiversity Loss
Biodiversity
 
loss
 
as
 
a
 
relevant
 
risk
 
for
 
its
 
operations.
Biodiversity loss is an average loss in biological diversity over
time and/or space that leads to a decline in the ability of the
natural
 
world
 
to generate
 
flows of
 
ecosystem services,
 
with
negative
 
economic
 
impacts
 
on
 
individuals,
 
households,
organisations and countries.
As the global financial sector is increasingly recognising the importance of understanding
 
and managing sustainability risks,
scenario
 
analysis
 
has
 
emerged
 
as
 
a
 
valuable
 
tool
 
for
 
assessing
 
the
 
potential
 
impacts
 
of
 
climate
 
change
 
on
 
financial
institutions.
 
Scenario
 
analysis enables
 
Eurobank
 
to
 
evaluate
 
its resilience
 
and adaptability
 
in
 
different
 
climate-related
 
scenarios.
 
The
methodological
 
approach adopted allows
 
to measure impacts,
 
based on different
 
scenarios and time
 
horizons (2030, 2040
and 2050). The study aims to enhance Group’s
 
understanding of climate-related risks, inform strategic
 
decision making, and
facilitate the integration
 
of climate considerations
 
into its risk management framework.
The
 
purpose
 
of
 
the
 
scenario
 
analysis
 
is
 
to
 
inform
 
the
 
Group
 
to
 
proactively
 
identify
 
potential
 
vulnerabilities,
 
seize
opportunities,
 
and align
 
its
 
business
 
strategies
 
with
 
the
 
transition
 
to a
 
low-carbon
 
economy.
 
The
 
integration
 
of
 
scenario
analysis,
 
plays a
 
crucial role
 
in shaping
 
its strategy,
 
by
 
providing
 
valuable
 
insights into
 
the
 
potential
 
impacts
 
of climate-
related risks and opportunities on its financial performance
 
and long-term sustainability.
Forward-looking
 
analysis is especially important,
 
but also challenging. Efforts
 
to mitigate and adapt
 
to climate change
 
are
without historical precedent,
 
and many aspects regarding
 
the timing and magnitude
 
of climate change in specific
 
contexts
are uncertain.
The
 
set of
 
scenarios
 
that are
 
utilised by
 
the
 
Group,
 
include four
 
representative
 
scenarios
 
by the
 
Network for
 
Greening the
Financial System
 
(NGFS) and
 
two Representative
 
Concentration
 
Pathways
 
(RCPs) climate
 
scenarios.
 
More specifically,
 
the
scenarios used are:
NGFS scenarios
Representative Concentration
 
Pathways (RCPs)
climate scenarios
1.
Orderly: Net Zero 2050
, where climate
 
policies involve early,
ambitious action and the impacts are
 
low for both physical
 
and
transition Risks
1.
RCP2.6,
 
that incorporates strong
 
climate
policies and limit the increase in average
global temperature
 
to below 2
o
C.
2.
Disorderly:
Delayed Transition
, in which climate policies are not
introduced until 2030 and the
 
outcome has a higher impact on
transition risk.
3.
Hot house word: Current
 
Policies
, with limited climate policies
and severe physical
 
risks and irreversible
 
changes, including
higher sea level
2.
RCP8.5,
implying strong climate changes
and the necessity of strong
 
adaptation to
the new conditions
4.
Too-little-too-late: Fragmented
 
World
, in which delayed and
divergent climate policy
 
ambition globally,
 
leads to elevated
transition risks due to the overall
 
ineffectiveness
 
of the
transition.
The scenario analysis informs
 
the Group’s strategy
 
and decision making. The results
 
which provide a comparison of financial
evolutions
 
by sectors and geographies
 
over
 
a range of scenarios
 
and time horizons, indicate
 
that Group’s
 
strategy remains
adaptive.
2.2.3
Impact, risk and opportunity management
Description of the processes to identify and assess material climate-related impacts, risks and
 
opportunities [ESRS 2 IRO-
1]
Eurobank identifies material impacts, risks,
 
and opportunities related to
 
climate—such as climate change
 
adaptation, climate
change mitigation and energy
 
—through a comprehensive
 
DMA. This approach integrates
 
industry benchmarks, stakeholder
insights, and financial relevance to ensure
 
a robust evaluation
 
of climate-related topics.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The impacts, risks and opportunities associated with
 
Climate change are displayed in the
 
table below:
Climate change adaptation
Impact
Positive
Actual
Eurobank
 
actively
 
contributes
 
to
 
GHG
 
reduction
 
ambitions
 
and
 
targets,
 
set
 
by
 
the
 
EU,
regulations, central
 
governments, and other
 
bodies, through its sustainable financings and
integration of climate risk in the
 
risk management framework.
Negative
Potential
Eurobank’s
 
business
 
strategy
 
may
 
encompass
 
the
 
continuation
 
of
 
financing
 
to
 
carbon-
intensive sectors.
Risk
The
 
actions
 
required
 
by
 
Eurobank’s
 
clients
 
to
 
address
 
climate
 
change
 
mitigation
 
and
adaptation
 
requirements
 
relating
 
to
 
impacts
 
deriving
 
from
 
climate
 
change
 
may
 
impact
Eurobank’s credit risk.
Opportunity
Meeting climate objectives linked to legal, regulatory and
 
other stakeholders’
 
requirements
for
 
Eurobank’s
 
clients, entails
 
the opportunity
 
for
 
Eurobank
 
to finance
 
the
 
transition
 
of its
clientele.
Climate change mitigation
Impact
Positive
Actual
Eurobank implements a robust
 
climate change mitigation strategy aiming to minimise
 
the
consequences of climate change for its portfolio.
 
Negative
Actual
Eurobank’s
 
portfolio
 
faces
 
negative
 
impacts
 
due
 
to
 
the
 
absence
 
of
 
a
 
climate
 
change
mitigation strategy.
Risk
The
 
actions
 
required
 
by
 
Eurobank’s
 
clients
 
to
 
address
 
climate
 
change
 
mitigation
 
and
adaptation
 
requirements
 
relating
 
to
 
impacts
 
deriving
 
from
 
climate
 
change
 
may
 
impact
Eurobank’s credit risk.
Opportunity
Meeting climate objectives linked to
 
legal, regulatory and other stakeholders’ requirements
for Eurobank’s
 
clients, entails
 
the opportunity
 
for Eurobank
 
to finance
 
the transition
 
of its
clientele.
Energy
Impact
Positive
Actual
Eurobank
 
implements
 
measures
 
to
 
reduce
 
energy
 
consumption,
 
leading
 
to
 
enhanced
efficiency in operations.
 
Negative
Actual
Eurobank
 
contributes to
 
climate change
 
through
 
its in-house
 
operations
 
that contribute
to the release of emissions.
Eurobank
 
has performed
 
an in-depth
 
analysis regarding
 
climate change
 
transition
 
and physical
 
risks within
 
the
 
context of
the Task
 
Force
 
on Climate-related Financial Disclosures (TCFD)
 
recommendations.
 
The
 
analysis
 
aims
 
to
 
enhance
 
Eurobank’s
 
understanding
 
of
 
sustainability
 
risks,
 
inform
 
strategic
 
decision-making,
 
and
facilitate
 
the
 
integration
 
of
 
climate
 
considerations
 
into
 
its
 
risk
 
management
 
framework,
 
as
 
well
 
as
 
to
 
inform
 
Eurobank’s
approach on identifying vulnerabilities,
 
seizing opportunities and aligning business strategies
 
within the context of the
 
Task
Force
 
on
 
Climate-related
 
Financial
 
Disclosures
 
(TCFD)
 
recommendations.
 
Please
 
refer
 
to
 
the
 
latest
 
TCFD
 
report
 
,
Group’s
“Climate - related & Environmental
 
Risk Report” “4.4 CR&E Risks Scenario Analysis” chapter
.
 
Transition
 
risk impacts
The Group explored 4 different
 
scenarios (stated in section 2.2.2.) as part
 
of its strategic planning and risk management with
time horizons up to 2050. The
 
overview of horizontal impacts includes
 
the following:
Overall,
 
the net impact on the economic activity (GDP) of Greece
 
is found to be small but negative in the long term
in all scenarios examined, compared with Hot House
 
World Scenario. However,
 
changes in the energy system in any
scenario examined
 
do not have
 
any critical impact
 
on the structural
 
growth drivers
 
of the economy
 
hence a stable
economic growth is projected
 
in all scenarios examined.
The low ambition scenarios
 
do not have any significant impact in the
 
short term.
Positive
 
impacts
 
are
 
brought
 
into
 
the
 
economy
 
mainly
 
through
 
energy
 
efficiency
 
improvements
 
as
 
these
 
are
characterized
 
by
 
high
 
multipliers
 
and
 
domestic
 
content.
 
Energy
 
efficiency
 
improvements
 
mainly
 
addresses
 
the
construction sector
 
(domestic capacity)
 
that is
 
characterized
 
by a
 
high output
 
and employment
 
multiplier.
 
Energy
efficiency improvements
 
also reduce the
 
dependency on imported fossil fuels and on electricity.
In the
 
high ambition
 
scenarios, the
 
Greek economy
 
is benefited from
 
reducing its
 
dependency on fossil
 
imports as
gradually its system is fully decarbonized.
 
However
 
increased penetration of RES
 
further burdens
 
the trade balance
as most of the equipment is imported.
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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The
 
impact on
 
household income
 
is mixed:
 
An increase
 
in employment
 
in high
 
value-added sectors
 
takes place
 
in
order to support the deployment
 
of clean energy technologies. A decrease in employment in brown
 
sectors leads to
skills shortage
 
and increasing
 
unemployment
 
in ages
 
where
 
upskilling –
 
reskilling
 
has low
 
potentials –
 
leading to
long term unemployment. The
 
impacts are highly contrasted among regions within Greece
 
although the net impact
is small.
The
 
key
 
sector
 
benefiting
 
in
 
the
 
high
 
ambition
 
scenarios
 
are
 
the
 
power
 
generation
 
utilities.
 
Significant
 
positive
effects
 
on
 
electricity
 
production
 
driven
 
by
 
the
 
electrification
 
of
 
the
 
energy
 
system
 
(despite
 
the
 
energy
 
efficiency
improvements
 
the
 
electrification
 
of
 
the
 
economy
 
is
 
significant
 
 
in
 
particular
 
through
 
the
 
electrification
 
of
 
the
transport sector the net demand for
 
electricity increases significantly).
Negative
 
impacts are
 
mainly driven
 
by
 
import requirements
 
(assuming
 
that
 
the
 
market
 
share
 
of Greece
 
in clean
energy
 
technologies
 
will
 
not
 
change
 
considerably
 
in
 
the
 
future
 
 
significant
 
share
 
of
 
the
 
equipment
 
required
 
to
decarbonize the energy
 
system is imported – PV,
 
wind turbines, electric vehicles, batteries).
Key outcomes from
 
the transition risk scenario
 
analysis include the following:
Low ambition scenarios in the short-term have moderate
 
impacts on GDP and sectoral production as carbon prices
do not increase much production costs but also provide
 
a weak signal for investments.
Too Little too late and Delayed
 
transition scenarios have
 
marginal virtually zero impact on the
 
short term.
Net zero 2050 is projected
 
to have significant contrasted sectoral
 
impacts both in the short and long term.
Services
 
are
 
benefited
 
to
 
the
 
extent
 
that
 
they
 
operate
 
supplementary
 
to
 
the
 
deployment
 
of
 
the
 
clean
 
energy
technologies (design, implementation, financing etc.). Services
 
are characterized by low dependency on energy
 
and
openness to trade hence
 
higher energy costs leave
 
the competitiveness of the
 
sector virtually unaffected.
The demand of clean technologies increases
 
with positive impact in their
 
production. Biofuels,
 
batteries, PV,
 
energy
saving equipment/ materials and
 
Wind are essential
 
for the
 
decarbonization of the
 
system. Cost maturity achieved
both in the Net Zero
 
2050 and Delayed Transition
 
Scenarios.
The higher
 
carbon price
 
in Emissions Trading
 
Scheme
 
- ETS (incl.
 
the extended
 
ETS, Transport
 
& Services)
 
Net Zero
and Delayed Transition imply negative impact on GHG intensive industries - when not sufficient measures
 
are taken
to mitigate international competitiveness.
Physical risk impacts
Eurobank
 
assesses
 
the
 
physical
 
climate
 
risks
 
related
 
to
 
its
 
clients’
 
activities
 
following
 
an
 
analytical
 
and
 
transparent
methodological approach,
 
considering both:
Chronic effects: impact on companies’ revenue or operating costs due to
 
the long-term changes in weather patterns.
Acute effects: damages to companies’ assets or
 
revenue losses attributed to extreme
 
weather
 
events.
To this end, the
 
Group utilises two Climate Scenarios
 
for the analysis of physical
 
impacts, namely
1.
 
RCP 2.6, which is a stringent mitigation scenario
 
with the aim to keep global
 
warming below 2ºC, consistent with
the goals of the Paris
 
Agreement
2.
RCP 8.5, which is a scenario
 
with weak and delayed
 
action for
 
reducing global GHG
 
emissions. It is a “reference”
 
or
worst-case
 
scenario
 
where
 
GHG emissions
 
keep increasing
 
throughout
 
the
 
whole century
 
as it
 
incorporates
 
weak
policies for
 
tackling climate
 
change. In
 
other
 
words,
 
it is
 
associated with
 
hot house
 
world
 
scenarios,
 
with average
temperature
 
increases exceeding 4°C.
Chronic risk effects
The
 
analysis of
 
chronic
 
effects
 
has been
 
performed
 
for
 
2030,
 
2040 and
 
2050
 
for
 
13 regions
 
in Greece.
 
The
 
Group
 
utilised
climate indicators that are considered as the drivers
 
of the potential chronic impacts of climate change on the companies of
the respective economic sectors, affecting either their operating costs or their revenues. In the context of
 
the present analysis,
these effects either
 
directly (due to the structure of the climate indicators used) or indirectly (through the input-output tables
of the
 
respective
 
economies or
 
other
 
econometric
 
models)
 
were
 
expressed
 
as percentage
 
changes in
 
the
 
turnover
 
of the
respective
 
businesses. At
 
the
 
final stage
 
of the
 
process,
 
specific thresholds
 
were
 
adopted as
 
regards
 
the
 
estimated losses
due to climate change, with a view the
 
related risks to be characterized
 
as negligible, low, medium,
 
high or very high.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Sector
 
2030
2040
2050
Agriculture
High
Very high
Very high
Construction
Negligible
Low
Low
Electricity Supply
Low
Low
Medium
Manufacturing
Low
Low
Low
Oil and Gas
Negligible
Negligible
Negligible
Real estate activities
Negligible
Negligible
Negligible
RES
Negligible
Negligible
Negligible
Transporting and Storage
Low
Low
Low
Water supply
Low
Low
Low
Wholesale and retail
Negligible
Negligible
Negligible
Acute risk effects
During the analysis of acute effects,
 
the Group takes
 
into consideration several
 
extreme phenomena, such as:
Fluvial floods (high-water levels in river
 
channels, causing dyke breach)
Pluvial floods (rainfall intensity exceeding
 
infiltration capacity)
Extreme heat
Wildfires
Water scarcity
Landslides
Coastal floods
The quantitative
 
analysis considers three main dimensions:
1.
Climate Hazards
2.
Exposure
3.
Vulnerability
The
 
climate
 
risk
 
attributed
 
to
 
each
 
extreme
 
phenomenon
 
under
 
consideration,
 
is
 
calculated
 
by
 
geographical
 
area
 
and
economic activity as the product of the three indicators formulated to evaluate the abovementioned
 
dimensions. Ultimately,
adopting appropriate thresholds,
 
this climate risk attributed
 
to acute effects
 
is characterized, similarly to chronic
 
effects, as
negligible, low,
 
medium, high, or very high.
 
Sector
Assessment
Agriculture
Negligible
Construction
Negligible
 
Electricity Supply
Low
Manufacturing
Negligible
Oil and Gas
Negligible
 
Real estate activities
Negligible
RES
Negligible
 
Transporting and Storage
Negligible
Water supply
Low
Wholesale and retail
Negligible
2.2.4
Policies & Actions
Policies related to climate change
 
mitigation and adaptation [E1-2]
Τhe Group
 
has adopted policies to manage material
 
impacts, risks, and opportunities related
 
to climate change mitigation
and adaptation
 
and the
 
environment.
 
Policies
 
affecting
 
internal
 
stakeholders
 
are
 
available to
 
the
 
Group's
 
intranet,
 
while
those referring
 
to external
 
stakeholders,
 
such as
 
the Group's
 
Code of
 
Conduct and Ethics,
 
are available
 
through
 
corporate
website.
 
Eurobank
 
is
 
committed
 
to
 
engaging
 
with
 
stakeholders
 
by
 
ensuring
 
a
 
high
 
level
 
of
 
accountability
 
in
 
policy
development
 
and
 
implementation.
 
Policies
 
are
 
approved
 
by
 
the
 
appropriate
 
Governance
 
bodies
 
such
 
as
 
the
 
Board
 
of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Directors or specialized
 
committees, which ensure
 
that there
 
is alignment with
 
the Group's
 
strategic goals
 
and stakeholder
interests. The
 
relevant policies
 
are outlined in
 
the below
 
table as per the
 
Minimum Disclosure Requirements
 
with regards
 
to
policies (MDR-P) defined in ESRS 2.
Name of key policy
Addressed key areas of
 
policy
Relevant material identified
impact, risk or opportunity
Operational impact climate
 
change-related policies
Environmental & Energy
 
Management
Systems
- Energy management
- Energy assessment of facilities
- GHG emissions
- Environmental & Energy
 
targets
- Waste management
- Νatural resources
 
management
- Water resources
 
management
Energy
 
Climate change adaptation
Climate change mitigation
Energy Management Policy
 
Statement
-Energy performance
 
improvement
-Renewable energy
 
deployment
-Regulatory compliance
Energy
 
Climate change adaptation
Climate change mitigation
GHG emissions Inventory Report
 
- Energy management
- GHG emissions
- Operational GHG emissions
- Operational Net
 
Zero
Energy
 
Climate change adaptation
Climate change mitigation
Environmental Report
-Energy management
-Operational GHG emissions
-Operational Net
 
Zero
-Water consumption
-Solid Waste Management and
 
Recycling
-Noise
Energy
 
Climate change adaptation
Climate change mitigation
Water Management
 
Policy Statement
- Water resources
 
management
- Water consumption
-
Environmental Policy
 
Statement
-Energy management
-Climate change adaptation
-Climate change mitigation
-Impact of activities
Energy
Climate change adaptation
Climate change mitigation
Financed impact climate change-related
 
policies
Sustainable Finance Framework
-Renewable energy
 
deployment
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
 
Climate change mitigation
Sustainable Investment Framework
-Renewable energy
 
deployment
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
 
Climate change mitigation
Green Bond Framework
-Energy efficiency
-Renewable energy
 
deployment
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
 
Climate change mitigation
Sustainability Risk Management Policy
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
Climate change mitigation
Climate Risk Stress Test
 
Framework.
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
 
Climate change mitigation
Group Environmental
 
& Social Policy
-Climate change adaptation
-Climate change mitigation
Climate change adaptation
Climate change mitigation
Eurobank recognises
 
the interdependency
 
between impacts on
 
the environment,
 
as well as
 
the risks and
 
opportunities they
present.
 
As
 
such,
 
we
 
have
 
implemented
 
policies
 
that
 
cover
 
several
 
material
 
sustainability
 
matters,
 
including
 
matters
addressed by more than one topical ESRS.
 
The following
 
policies address more than one
 
sustainability matter.
The
 
overarching
Sustainability
 
Policy
 
Framework
 
outlines
 
the
 
approach
 
for
 
adherence
 
to
 
applicable
 
regulatory
requirements and voluntary
 
initiatives as well
 
as adopted standards and guidelines enabling Eurobank’s
 
contemporary and
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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continuously
 
updated
 
approach
 
towards
 
Sustainability,
 
in
 
line
 
with
 
international
 
best
 
practices.
 
The
 
Sustainability
 
Policy
Framework
 
sets the foundation
 
towards integration
 
of Sustainability into Eurobank’s business model
 
and operations.
The subject matter
 
of the operational
 
impact policies is outlined below:
The
Environmental
 
& Energy
 
Management
Systems outline
 
how the
 
various Environment
 
and Energy
 
policies of
 
Eurobank
interact,
 
as
 
well
 
as
 
environmental
 
management
 
practices,
 
responsibilities
 
and
 
targets.
 
These
 
ISO
 
certified
 
Management
Systems cover waste, natural resources,
 
water and energy systems management, GHG emissions, environmental
 
and energy
targets, obligations compliance, training and staff awareness of
 
Eurobank’s operations and upstream and downstream value
chain.
 
Eurobank
 
monitors
 
and
 
reviews
 
the
 
information
 
related
 
to
 
interested
 
parties
 
and
 
stakeholders
 
and
 
their
 
related
requirements,
 
defining a
 
specific
 
cooperation
 
framework
 
and communication
 
method
 
for
 
each
 
case.
 
Accountable
 
for
 
the
continuing
 
suitability,
 
adequacy
 
and
 
effectiveness
 
of
 
the
 
Environmental,
 
Energy
 
and
 
other
 
Sustainability-related
 
ISO
Management
 
Systems
 
are
 
the
 
Sustainability
 
Management
 
Committee,
 
the
 
Environmental
 
System
 
Manager,
 
the
Environmental Coordinators
 
and the Building Administrators.
 
The
Environmental Policy
 
Statement
 
outlines its commitment to the protection
 
of environment, seeking the optimum use of
natural resources,
 
mitigating its environmental impact, adapting to climate change, protecting biodiversity
 
and ecosystems,
and preventing waste pollution.
The
Energy
 
Management
 
Policy
 
Statement
outlines
 
its
 
commitment
 
to
 
responsible
 
energy
 
management
 
across
 
all
 
its
facilities, including branches and administration
 
buildings. Key objectives include the
 
continuous improvement of the
 
energy
performance
 
and the
 
Energy Management
 
System (EnMS), providing
 
the information
 
and resources
 
needed to achieve
 
the
goals
 
and
 
energy
 
objectives,
 
and
 
ensuring
 
compliance
 
with
 
applicable
 
legal/regulatory
 
requirements,
 
and
 
other
commitments of the Bank regarding energy use, energy
 
consumption and energy efficiency.
 
Eurobank aims to streamline the
energy use by minimising the energy costs, the environmental
 
impacts, and fossil fuel use, while promoting renewable energy
sources and maintaining business/operational goals and
 
a suitable working
 
environment for its employees. The policy applies
across Eurobank's operations,
 
focusing on enhancing energy efficiency and supporting the use of
 
energy-efficient equipment.
It is backed by
 
top management, which
 
is responsible for providing resources to implement and
 
improve energy performance.
 
The
Water Management Policy Statement
 
outlines its commitment to the responsible management of water use by seeking
the optimal use of natural
 
resources as part of the
 
overall
 
Environmental culture.
The
Environmental
 
Report
includes
 
an overview
 
of environmental
 
management
 
system and
 
an analysis
 
of environmental
performance. This report covers the operating context, the environmental legislation, targets and performance and personnel
training.
 
The
 
Report
 
applies
 
across
 
Eurobank's
 
operations,
 
focusing
 
on
 
communicating
 
about
 
energy
 
performance
 
and
setting targets.
 
Eurobank
 
recognises
 
the
 
importance
 
of engaging
 
in close
 
collaboration
 
and promoting
 
dialogue
 
with
 
all
stakeholders,
 
both
 
natural
 
and
 
legal
 
entities.
 
Accountable
 
for
 
the
 
implementation
 
of
 
the
 
Report
 
are
 
the
 
Sustainability
Management
 
Committee,
 
chaired
 
by
 
the
 
Deputy
 
Chief
 
Executive
 
Officer,
 
Group
 
Chief
 
Operating
 
Officer
 
(CΟΟ)
 
&
International Activities.
The
GHG emissions
 
Inventory Report
 
outlines the
 
best practices
 
implemented regarding
 
consistency and completeness
 
in
the calculation
 
of the
 
Bank’s greenhouse gas
 
(GHG) emissions for
 
all its facilities
 
in Greece.
 
It covers
 
100% of its operations
and has been prepared in accordance with
 
the requirements
 
of the ISO 14064-1:2018 standard.
To
 
follow
 
these policies,
 
the Bank
 
applies certified
 
management systems,
 
in accordance
 
with international
 
standards, such
as an Environmental Management System (ISO 14001, EMAS)
 
and an Energy Management System
 
(ISO 50001). Through these
certified management
 
systems, it monitors its performance
 
and minimises its carbon footprint.
The subject matter
 
of selected financed impact policies is outlined below:
The
Sustainable Finance Framework
 
outlines the
 
Group’s
 
sustainable lending solutions
 
offered
 
to its customers,
 
specifying
the applied classification
 
approach and the
 
activities defined as eligible to access sustainable financing (eligible green
 
and
social assets). The SFF scope encompasses a wide range of sustainable lending products, covering
 
both corporate and retail
banking portfolios. The
 
purpose of establishing the SFF is to provide a clear and comprehensive methodology
 
for classifying,
monitoring and reporting
 
sustainable financing.
 
Eurobank
 
has drawn
 
on internationally
 
recognised industry
 
guidelines and
principles for the development
 
of the SFF and is fully committed to being transparent
 
about its sustainability approach. The
Group Senior Sustainability Officer
 
(GSSO) holds the highest level of accountability for the
 
implementation and oversight
 
of
the policy within the
 
organisation.
The
Sustainable
 
Investment
 
Framework
 
policy
 
aims
 
to
 
guide
 
the
 
integration
 
of
 
ESG
 
factors
 
into
 
investment
 
decisions,
ensuring
 
alignment
 
with
 
long-term
 
sustainability
 
goals.
 
Its scope
 
includes
 
both
 
direct
 
and indirect
 
investments
 
across
 
all
sectors,
 
regions,
 
and
 
value
 
chains,
 
with
 
exclusions
 
in
 
areas
 
such
 
as
 
high-risk
 
fossil
 
fuels
 
and
 
activities
 
detrimental
 
to
biodiversity or
 
human rights. The
 
policy applies to
 
all stakeholders
 
involved
 
in the investment
 
process. Accountability
 
for its
implementation lies with the
 
organisation's Group Senior
 
Sustainability Officer (GSSO).
The
Green
 
Bond
 
Framework
 
outlines
 
the
 
principles
 
and
 
criteria
 
for
 
issuing
 
green
 
bonds
 
to
 
finance
 
environmentally
sustainable
 
projects
 
that
 
contribute
 
to
 
climate
 
change
 
mitigation
 
and
 
other
 
environmental
 
goals.
 
Its
 
general
 
objectives
include promoting
 
green investments,
 
while ensuring
 
transparency
 
and accountability in
 
the use
 
of proceeds.
 
The scope
 
of
the framework
 
covers both upstream
 
and downstream activities related to eligible projects, across
 
global geographies, with
exclusions for projects involving
 
fossil fuels, or other environmentally
 
harmful practices. Accountability for
 
its implementation
lies with the organisation's
 
Group Senior Sustainability Officer
 
(GSSO).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The
 
purpose
 
of
 
the
Sustainability
 
Risk
 
Management
 
Policy
is
 
to
 
provide
 
an
 
overview
 
and
 
a
 
common
 
understanding
 
of
Group’s
 
main
 
governance
 
arrangements,
 
as
 
well
 
as
 
tasks
 
performed
 
by
 
the
 
Group
 
Sustainability
 
Risk
 
(GSR)
 
unit,
 
in
 
the
context
 
of
 
Group’s
 
overall
 
Sustainability
 
risks
 
management
 
activities.
 
This
 
policy
 
additionally
 
covers
 
Group’s
 
main
Sustainability risks management pillars, lists the
 
key responsibilities of GSR for
 
the development
 
and implementation of the
Sustainability risk
 
framework and describes the quantitative and qualitative
 
sustainability risks measurement methodologies.
Ongoing dialogue with the Group’s
 
relevant stakeholders,
 
as well as close monitoring of the regulatory
 
framework
 
and best
market practices, ensure the establishment of a well-defined and robust Sustainability Risk
 
Management Policy.
 
Accountable
for
 
the
 
implementation
 
of the
 
policy
 
is GSR
 
and the
 
policy
 
is approved
 
by
 
Management
 
Risk Committee
 
and Board
 
Risk
Committee.
The
Group Climate
 
Risk Stress
 
Test
 
(CRST) Framework
 
accommodates a dedicated
 
governance
 
structure and
 
defines the
minimum requirements for designing, executing, approving, and applying
 
the climate risk stress test. The Framework provides
a transparent
 
and repeatable
 
process
 
for designing
 
and executing
 
the climate
 
risk stress
 
test, as well
 
as for
 
reporting and
evaluating stress test outcomes and determining management actions. The CRST Framework has been developed as per the
overall
 
Stress Testing
 
Policy of
 
the Group,
 
also taking into
 
account the
 
provisions
 
of the
 
ECB Guide on
 
climate-related and
environmental
 
risks and
 
the
 
requirements
 
of the
 
2022 ECB
 
Climate Risk
 
Stress
 
Test.
 
Additionally,
 
the
 
Framework
 
complies
with
 
other
 
best
 
practices
 
and
 
supervisory
 
requirements,
 
such
 
as
 
the
 
EBA
 
Guidelines
 
on
 
institutions’
 
stress
 
testing
(EBA/GL/2018/04).
The
Group
 
has
 
developed
 
an
Environmental
 
and
 
Social
 
Policy
 
that
 
sets
 
the
 
framework
 
of
 
general
 
principles
 
and
requirements
 
for
 
managing
 
environmental
 
and
 
social
 
issues.
 
Through
 
the
 
Environmental
 
and
 
Social
 
Policy,
 
the
 
Group
achieves and maintains compliance
 
with existing national
 
and international environmental and social
 
legislation/regulations,
as well as with its
 
commitments, through a standardised Environmental and Social (E&S) assessment approach. Furthermore,
the objective of the Policy
 
is, inter alia, to ensure timely and accurate reporting to the European Bank for Reconstruction and
Development (EBRD) concerning
 
the management of the
 
Group ESMS (Environmental
 
and Social Management System).
 
As part of its Environmental and Social Policy,
 
Eurobank maintains a list of activities that are excluded from
 
financing, in line
with the exclusion lists
 
of the EBRD. For all
 
financing transactions, the Group ensures that
 
its clients
 
demonstrate an organised
and
 
systematic
 
approach
 
to
 
E&S
 
risk
 
management
 
that
 
complies
 
with
 
applicable
 
local,
 
national
 
and
 
international
environmental,
 
health
 
and
 
safety,
 
and
 
labour
 
legislation
 
and
 
standards,
 
relevant
 
permits,
 
as
 
well
 
as
 
public
 
disclosure
requirements.
The material impacts,
 
risks and opportunities that the policies
 
are related to are referenced
 
above in the table.
 
Actions and resources in relation
 
to climate change policies [E1-3]
As climate
 
change has become
 
a key
 
threat
 
for
 
the planet
 
and its population,
 
the Group
 
has taken
 
on an active
 
role,
 
with
actions that benefit the environment, for this generation
 
and the generations to come. To this end, the Group’s Sustainability
Strategy entails commitments to achieve Net Zero both for its physical operations as well as its portfolio through sustainable
financing activities.
The actions taken in Eurobank
 
Group in Greece as a result of the
 
Eurobank’s Operational
 
Impact Strategy for
 
achieving Net
Zero operational
 
impact for Scope 1 & 2 by 2033 and for
 
Scope 3 by 2050, by decarbonization
 
lever,
 
are the following:
Promote energy efficiency
 
and self-generation of
 
electricity (Reduction of Scope 1 & 2 emissions)
o
Action
 
plan
 
to
 
reduce
 
emissions
 
from
 
its
 
operations
 
by
 
optimizing/upgrading
 
the
 
energy
 
efficiency
 
of
 
its
buildings. This
 
includes technical
 
interventions
 
(i.e. LED
 
light fixture
 
installations, minimum
 
energy
 
class of
 
A+
air
 
conditioning
 
and
 
heat
 
recovery
 
ventilation
 
systems)
 
as
 
well
 
as
 
system-level
 
building
 
upgrades
 
and
 
the
replacement of carbon-intensive
 
sources (i.e. heating oil).
o
Energy self-production
 
plan consisting of rooftop
 
photovoltaic
 
(PV) stations
 
installed on Eurobank’s
 
buildings
and standalone PV parks developed
 
on Eurobank property.
 
In 2023, 1,203 PV panels were
 
installed on the roof
of the Nea
 
Ionia complex and 376 PV
 
panels were
 
installed on the
 
roof of the
 
Acharnes building.
 
In 2024, the
self-production
 
of
 
energy
 
from
 
the
 
two
 
rooftop
 
PV
 
stations
 
started.
 
Specifically,
 
the
 
energy
 
self-production
started in May 2024 in N.Ionia complex and in July 2024 in
 
Acharnes building. The amount of energy produced
from the
 
rooftop PV stations
 
for 2024
 
is 647.35
 
MWh for
 
N.Ionia and 140.52
 
MWh for
 
Acharnes .
 
In 2024, the
environmental licencing
 
process for
 
two standalone PV
 
parks in central
 
Greece was initiated.
 
The approval
 
of
environmental terms and the
 
application for grid
 
connectivity are expected to be completed within 2025.
o
Increase procurement
 
of electricity sourced by Renewable Energy
 
Sources (guarantees of origin)
Eurobank’s actions regarding the
 
climate change, are strategically adapted and deployed across our subsidiaries in
Bulgaria,
 
Cyprus, and
 
Luxembourg.
 
For
 
example, actions
 
such as
 
the
 
upgrade
 
of branch
 
offices,
 
LED lighting
 
and
installation of latest
 
generation of HVAC system are implemented. Similar actions
 
are tailored to
 
address the specific
local contexts and regulatory environments, they remain firmly aligned with
 
our overarching corporate sustainability
objectives.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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As
 
part
 
of
 
the
 
EnMS,
 
Eurobank
 
communicates
 
the
 
"energy
 
identity"
 
of
 
its
 
branches
 
on
 
a
 
semiannual
 
basis.
 
The
evaluation of each branch's performance
 
is accomplished by utilising the following:
o
Ranking of the branches
 
in ascending order
 
considering the total
 
energy consumption and
 
normalized energy
consumption values using the branches surface area and the heating and cooling degree days, in order to take
the impact of meteorological
 
conditions on the energy
 
needs for heating and cooling.
o
The
 
annual change
 
in energy
 
consumption in
 
total and
 
normalized values
 
by surface
 
area. The
 
absolute and
percentage variation in energy
 
consumption per surface area
 
in relation to the average
 
index for all branches.
In addition, through
 
the EnMS, monitoring and
 
analysis of energy
 
consumption are conducted with
 
the objective
 
of
implementing
 
necessary
 
technical
 
interventions
 
and
 
management
 
solutions.
 
This
 
process
 
follows
 
a
 
structured
methodology
 
that
 
involves
 
documenting
 
the
 
expected
 
enhancements
 
in
 
energy
 
performance.
 
To
 
facilitate
 
this,
Eurobank
 
collaborates
 
with
 
an
 
Energy
 
Services
 
Company
 
(ESCO)
 
under
 
a
 
"Shared
 
Benefit
 
Energy
 
Performance
Contract" model, which operates
 
on the "Pay as you save"
 
principle.
Eurobank’s
 
objective
 
is
 
the
 
gradual
 
energy
 
upgrade
 
of
 
its
 
real-estate
 
portfolio
 
and
 
issuance
 
of
 
green
 
building
certifications, aiming to reduce
 
its environmental footprint.
 
It is shifting towards high-end, modern, environmentally
friendly
 
buildings,
 
given
 
that
 
such demonstrate
 
increased
 
marketability
 
and market
 
resilience
 
as well
 
as multiple
environmental and social benefits. The Bank is already upgrading prime assets into energy-efficient green buildings,
focusing
 
on
 
continuous
 
improvement
 
towards
 
sustainable
 
development.
 
Eurobank
 
has
 
chosen
 
green
 
building
certifications (LEED,
 
BREEAM, EDGE), aiming to validate the sustainability value of its assets and to demonstrate
 
its
sustainability performance.
Within
 
2024, the
 
new Headquarters
 
building (Omirou
 
& Stadiou)
 
has been
 
certified with
 
LEED Gold
 
(Leadership in
Energy
 
&
 
Environmental
 
Design)
 
and
 
increased
 
the
 
Bank’s
 
certified
 
green
 
buildings
 
to
 
20
 
(LEED,
 
BREEAM
certifications).
 
Certified properties have
 
been included in the 2023 SBC Yearbook
 
for Green Buildings.
 
Green buildings usually
 
encompass multiple nature
 
-based characteristics
 
fostering
 
the sustainable
 
transformation
of the built environment and enhancing the resiliency of the asset itself. Location and land use play a significant role
in
 
creating
 
sustainable
 
buildings
 
improving
 
access
 
to
 
low-carbon
 
transportation
 
options,
 
while
 
encouraging
walkability and reducing
 
dependence on
 
driving. Biodiversity
 
is also crucial
 
for the
 
health and
 
wellbeing of
 
people
and our planet. Green buildings promote the
 
protection of natural
 
habitats, encourage the
 
use of biodiverse native
plants
 
and
 
green
 
infrastructure,
 
and
 
minimise
 
the
 
impact
 
of
 
construction
 
on
 
ecosystems.
 
Efficient
 
utilisation
 
of
resources
 
water
 
is
 
essential
 
due
 
to
 
its
 
finite
 
nature,
 
and
 
green
 
buildings
 
play
 
a
 
crucial
 
role
 
in
 
preserving
 
and
protecting
 
this
 
invaluable
 
resource.
 
More
 
specifically,
 
encourage
 
a
 
holistic
 
approach
 
to
 
building
 
water
 
systems,
promoting
 
not only
 
water-efficient
 
strategies,
 
but also
 
reuse through
 
alternative
 
sources, improved
 
management,
and potable water quality considerations.
 
As of
 
December
 
2023,
 
the
 
Eurobank
 
Headquarters
 
were
 
relocated
 
to a
 
new
 
building in
 
the
 
Athens
 
city centre,
 
on
Omirou and
 
Stadiou Street.
 
The high
 
functional standards
 
and bioclimatic
 
features
 
of the
 
Eurobank
 
Headquarters
significantly improve
 
the environmental
 
impact compared to
 
the previous
 
Headquarters: The
 
2024 performance
 
of
the
 
new
 
Headquarters
 
compared
 
to the
 
previous
 
Headquarters
 
is: reduction
 
of GHG
 
emissions at
 
59.30%
 
(374.18
tCO
2
e),
 
reduction
 
of
 
electricity
 
consumption
 
at
 
56.48%
 
(667,385
 
kWh
 
)
 
and
 
reduction
 
of
 
energy
 
intensity
 
(per
employee) at 13.51% .
 
Electromobility (Reduction of
 
Scope 1 emissions)
Gradual
 
increase
 
of
 
the
 
share
 
of
 
plug-in
 
/electric
 
vehicles
 
in
 
Eurobank’s
 
fleet
 
and
 
installation
 
of
 
EV
 
recharging
infrastructure at Eurobank’s
 
buildings.
Minimise business travel (Reduction
 
of Scope 3 emissions)
Measures
 
to
 
reduce
 
indirect
 
emissions
 
associated
 
with
 
transportation
 
and
 
business
 
travel,
 
where
 
feasible,
 
by
introducing alternative
 
methods such as teleconferencing.
Transition
 
to cloud (Reduction of Scope 2&3 emissions)
Initiative
 
for
 
transitioning
 
to cloud
 
computing which
 
will
 
result
 
in the
 
reduction
 
of electricity
 
usage
 
from
 
physical
servers.
Management Systems & Buildings – Scopes 1, 2, 3
Eurobank
 
applies
 
certified
 
ISO
 
Management
 
Systems,
 
in
 
accordance
 
with
 
international
 
standards,
 
such
 
as
 
an
Environmental
 
Management
 
System (ISO
 
14001, EMAS)
 
and an
 
Energy
 
Management
 
System (ISO
 
50001) with
 
the
purpose
 
of
 
responsible
 
energy
 
management
 
in
 
all
 
the
 
Bank’s
 
facilities
 
(all
 
administration
 
buildings
 
/
 
branches,
covering 100% of its
 
operations). Implementing these systems has led
 
to significant reductions in
 
energy consumption
and greenhouse gas emissions. This aims to
 
minimise energy costs, the environmental impact of harmful greenhouse
gas emissions and fossil fuel depletion.
 
Eurobank has
 
verified its
 
greenhouse gas (GHG)
 
emissions in compliance
 
with ISO 14064-1,
 
which provides
 
a framework
 
for
quantifying and reporting GHG emissions and removals.
By implementing these initiatives, the Bank achieved 5.04% reduction
 
in purchased electricity consumption, 37.72% reduction
in Scope
 
1 emissions,
 
10.16%
 
reduction
 
in Scope
 
2 emissions
 
and 13.15%
 
reduction
 
in Scope
 
1 &
 
2 emissions
 
(surpassing the
4.7% 2024 target in 2024, compared to 2023).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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In order to achieve its Net-Zero
 
operational impact targets,
 
the Bank’s planned initiatives
 
are the following:
Maintain and update detailed Operational
 
Net Zero Action Plan
 
- SBTi aligned (baseline year
 
2019) for Scope 1 & 2
(Net-Zero by 2033) and for
 
Scope 3 (Net-Zero by 2050).
Implement
 
energy
 
self-production
 
activities. Energy
 
self-production
 
from
 
rooftop
 
PV stations
 
has already
 
started
during 2024 in
 
N.Ionia and Acharnes
 
buildings, while the
 
procedure
 
for the
 
development of
 
standalone PV Parks
 
is
in progress (long-term target:
 
Energy self-production
 
from standalone PV Parks by 2028).
Increase electromobility for
 
Eurobank’s leased vehicles
 
(new contracts)
Completion of the initiative
 
“Journey to Cloud” by 2025
Attain emissions savings due to data centre modernisation
Attain 100% of electricity consumed to be originated from RES by
 
2028
Perform energy
 
upgrade of buildings
Achieve green building certifications
Carbon credits (nature-based carbon removal projects
 
in line with SBTi) for the entirety of natural
 
gas emissions, up
to 3% of the total Bank emissions (Scope 1, 2) by
 
2025
Design long-term Energy Plan. In 2024, Eurobank’s
 
energy profiling report
 
was completed.
Specifically
 
for
 
2025,
 
in the
 
context of
 
its EMS
 
and based
 
on energy
 
consumption metrics,
 
Eurobank
 
plans to
 
perform
 
the
following technical
 
energy saving actions, to achieve
 
its energy saving targets:
Continuation of the following
 
actions at all the Eurobank Group’s
 
new branches and office
 
spaces in Greece, as well
as all areas where extensive
 
refurbishment works are
 
implemented:
o
installation of new LED technology light fixtures
o
installation of
 
VRF air
 
conditioning systems
 
and autonomous
 
air-conditioning units,
 
as well
 
as installation
 
of
air-cooled water air-conditioning systems, with
 
a minimum energy class of A+.
o
installation of a heat recovery
 
ventilation system.
Energy audits as part of renovation
 
works by engineers in the
 
Technical
 
Projects Unit.
The environmental licensing of standalone photovoltaic
 
parks is in progress and during 2025 the decision regarding
the approval of environmental
 
terms and the application
 
for grid connectivity is expected to be completed.
The
 
Group
 
has
 
integrated
 
its
 
Financed
 
Impact
 
Strategy
 
into
 
its
 
operations
 
and
 
has
 
made
 
significant
 
progress
 
towards
achieving its targets.
1.
Operationalized its Sustainable Finance
 
Framework
The
 
Group
 
has
 
developed
 
governance
 
structures,
 
processes
 
and
 
tools
 
that
 
integrate
 
identifying
 
sustainable
 
financing
opportunities, engaging with clients
 
on sustainable financing offerings
 
and the evaluating
 
financings against the
 
criteria of
the SFF into the day-to-day operations.
 
It has, therefore,
 
increased its capacity to deliver its sustainable financing targets.
Key
 
elements
 
include
 
the
 
introduction
 
of
 
dedicated
 
roles
 
for
 
guiding
 
relationship
 
managers
 
in
 
engaging
 
with
 
clients
 
on
sustainable financing as
 
part of the loan
 
origination processes, as well as an
 
automated tool that underpins the classification
and evaluation of financings against the approaches
 
and criteria of the SFF.
It
 
has
 
extended
 
the
 
sustainable
 
financing
 
approach
 
to
 
its
 
retail
 
business
 
banking,
 
leveraging
 
co-financing
 
programmes
focusing on sustainability, as
 
well as introducing dedicated
 
products tailored to meet specific market
 
needs
2.
Enhanced its capabilities for
 
the collection of sustainability risk
 
data
The
 
Group
 
is
 
continuously
 
enhancing
 
its
 
capabilities
 
for
 
the
 
collection
 
of
 
Sustainability
 
risk
 
data,
 
through
 
integration
 
of
additional
 
information
 
requirements
 
in
 
the
 
credit
 
process,
 
as
 
well
 
as
 
cooperating
 
with
 
third-party
 
data
 
providers.
 
It
 
has
implemented a
 
set of
 
tools for
 
identifying, measuring
 
and managing
 
sustainability risks,
 
including the
 
credit granting
 
and
monitoring processes.
 
These are used by
 
the involved
 
Units across the Group’s
 
both 1st and 2nd lines, with the
 
relevant tasks being performed
 
in a
collaborative
 
and efficient
 
way.
 
Having already
 
performed
 
an assessment
 
of sustainability
 
data
 
availability in
 
its internal
systems
 
against
 
regulatory
 
requirements
 
/
 
expectations,
 
the
 
Group
 
continues
 
to
 
enhance
 
its
 
sustainability
 
risk
 
data
aggregation capabilities
 
and IT infrastructure
 
accordingly,
 
while also using
 
appropriate
 
controls
 
and safeguards
 
to ensure
the
 
accuracy
 
and completeness
 
of the
 
compiled information.
 
The
 
Group
 
seeks to
 
further
 
improve
 
environmental
 
risk data
granularity, through
 
the allocation of detailed roles
 
and responsibilities for the purposes of sustainability data management
and
 
addressing
 
identified
 
data
 
needs
 
(i.e.,
 
engagement
 
with
 
external
 
data
 
providers,
 
development
 
of
 
methodological
approaches for
 
the estimation of required
 
information).
3.
Intensified engagement with its counterparties on sustainability
 
risk mitigation
Aiming to
 
facilitate
 
the
 
green
 
transition
 
of
 
its clients,
 
the
 
Group
 
has developed
 
a dedicated
 
approach
 
to increase
 
client
engagement and
 
awareness
 
regarding
 
environmental
 
risks. Besides
 
the
 
initiatives
 
launched
 
aiming to
 
build sustainability
literacy and capacity among
 
its clients (e.g. online events, articles and webinars,
 
digital academy for businesses), the
 
Group
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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also uses tools to engage with its counterparties in the context of its credit granting and asset management activities, so as
to understand their strategies
 
and mitigate their sustainability risks exposures.
4.
Introduced sustainable products
Eurobank
 
has developed
 
multiple products
 
that aim
 
to stimulate
 
sustainable growth,
 
including Renewable
 
Energy Systems
(RES) investments,
 
energy
 
saving programmes
 
for
 
residential buildings,
 
and debt
 
restructuring
 
programmes
 
for
 
vulnerable
groups. Going forward,
 
it plans to further develop
 
additional products dedicated to promoting
 
sustainable practices for
 
the
Retail portfolio.
5.
Achieved the sustainable financing
 
targets set as part of its financed impact strategy
For the
 
third consecutive year,
 
Eurobank achieved
 
the sustainable financing targets related
 
to its corporate portfolio,
 
set as
part of
 
its Financed
 
Impact Strategy.
 
New SFF-aligned
 
annual disbursements
 
exceeded the
 
20% target
 
of total
 
corporate
disbursements, while corporate sustainable
 
exposures increased from €2.18
 
billion in 2023 to €2.98 billion
 
in 2024, posting a
37% year-on-year growth.
More
 
information
 
on
 
the
 
Group’s
 
actions
 
on
 
climate
 
change
 
related
 
matters
 
are
 
detailed
 
in
 
the
 
chapters
 
“Sustainable
financing and investment offerings”
 
and “Integration of sustainability in risk management”.
2.2.5
Metrics & Targets
Targets
 
related to climate change mitigation and adaptation
 
[E1-4]
Through
 
its Sustainability Strategy,
 
the Group’s
 
overarching
 
climate-related
 
target for
 
its operational
 
impact is to
 
achieve
Net Zero emissions by 2033
 
for Scope 1 &
 
2 and by
 
2050 for Scope 3. The interim targets
 
supporting the Net Zero commitment
are the following:
Reduction in Electricity Consumption and Greenhouse Gas Emissions – Operations
 
in the Bank
 
Performance
2023
Target
2024 (%)
Target
value 2024
Performance
2024
Change (%)
Status
Target
2025 (%)
Target
value 2025
Reduction in
purchased
electricity
consumption
(ΜWh)
34,721
-5%
32,985
32,971
-5.04%
Target
achieved
-2%
(1)
33,070
(1)
Reduction of
Indirect GHG
Emissions Scope 1
& 2 (tCO
2
e)
20,807
-4.67%
19,835
18,070
-13.15%
Target
achieved
-2%
17,708
(1
)
The target of 2025 regarding -2% reduction in electricity consumption concerns the total
 
amount of electricity consumption including purchased
and self-generated electricity (amounted to 33,745 MWh in 2024)
The
 
targets concern
 
all Bank’s
 
office
 
buildings and
 
branches
 
and cover
 
100% of its
 
operations.
 
As presented
 
above,
 
during
2024 the electricity consumption
 
and Scope 1
 
& 2
 
emissions have been reduced and
 
the targets set for reduction
 
of purchased
electricity
 
consumption and of Scope 1 & 2 emissions for 2024 have
 
been achieved.
 
The Bank’s Financed Impact
 
Strategy evolves
 
based on the following
 
key components:
 
Portfolio
 
alignment
Gradual
 
alignment of
 
the
 
Group’s
 
portfolio
 
with sectoral
 
transition
 
pathways
 
that
 
are aligned
 
with the
 
1.5°C climate
transition scenario.
Net zero strategy
Sectoral decarbonisation targets
 
covering the
 
Group’s lending portfolios,
 
with phased target-setting up to 2050.
The Group
 
recognises that the
 
most significant part of
 
its impact on climate
 
arises from the
 
financing it extends to its
clients.
 
Therefore,
 
following
 
its
 
baselining
 
exercise
 
for
 
2022
 
 
the
 
most
 
complete
 
and
 
comprehensive
 
emissions
measurement it
 
has achieved so far
 
– it is now taking the
 
next step to identifying and disclosing its
 
first set of sectoral
Net Zero
 
targets. In doing
 
so, it aims to
 
actively support the
 
decarbonisation policy
 
agenda and play
 
a pivotal
 
role
 
in
channeling capital
 
flows towards
 
the
 
transition
 
of key
 
sectors in
 
the
 
short-, medium
 
-
 
and long-term.
 
Specifically,
 
the
Group
 
has
 
initiated
 
the
 
process
 
of
 
developing
 
sectoral,
 
financed
 
emissions
 
reduction
 
targets
 
based
 
on
 
the
 
NZBA
framework,
 
for some of the
 
most carbon intensive and, therefore,
 
most relevant and impactful sectors and portfolios.
 
It
approaches its target setting process on a sector/portfolio
 
basis, to factor in specific elements of the climate transition.
It
 
also
 
adheres
 
to
 
proven
 
industry
 
standards
 
(e.g.
 
NZBA,
 
PCAF)
 
and
 
accredited
 
science-based
 
decarbonisation
scenarios, in line with a 1.5 degree Celsius objective
 
by 2050.
Notably,
 
the Group,
 
in line with
 
its commitment
 
to address
 
climate change,
 
has joined the
 
NZBA, in order
 
to reinforce
its dedication
 
to aligning its
 
lending and investment
 
portfolios
 
with net-zero
 
emissions by
 
2050 or
 
sooner,
 
in line with
the
 
most
 
ambitious
 
targets
 
set by
 
the
 
Paris
 
Climate
 
Agreement.
 
The
 
Group
 
is proud
 
to join
 
leading
 
peers
 
from
 
the
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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banking
 
industry
 
in
 
its
 
effort
 
to reach
 
net
 
zero
 
emissions
 
by
 
2050
 
and looks
 
forward
 
to engaging
 
with
 
its
 
clients
 
to
support their
 
transition
 
plans.
 
Even
 
though
 
its operational
 
carbon
 
footprint
 
is very
 
limited compared
 
to its
 
financed
emissions,
 
it
 
is
 
also
 
setting
 
reduction
 
targets
 
for
 
operational
 
emissions
 
under
 
its
 
sphere
 
of
 
direct
 
control.
 
Its
 
target
setting approach builds on an overarching
 
framework
 
that has been guiding its analysis and decisions.
Based on the NZBA framework,
 
the group has identified its priority,
 
carbon intensive sectors, representing a significant
proportion of its financed emissions, and is developing
 
its 2030 emission reduction targets.
Sustainable financing
Development of strategies
 
that will promote
 
the green transition
 
of the Group’s
 
clients through sustainable financing.
 
The
 
Group’s
 
strategic
 
approach
 
is
 
to
 
support
 
the
 
green
 
transition
 
efforts
 
of
 
its
 
clients
 
through
 
direct
 
financing and
advisory solutions
 
for
 
capital
 
raising
 
to current
 
and potential
 
clientele. To
 
this end,
 
the
 
Eurobank
 
S.A.’s
 
sustainable
financing targets for Greece
 
are the following:
Portfolio
 
targets:
o
€2 billion in new green disbursements to businesses
 
by 2025 from a 2022 baseline
o
20% of the annual new corporate
 
disbursements to be classified as Green / Environmentally
 
sustainable
o
20% stock of green exposures by 2027 for
 
the Corporate portfolio.
o
Mobilise €2.25 billion total green RRF funds in the
 
Greek economy by 2026.
o
No new
 
investments
 
in fixed
 
income securities
 
(excluding exposures
 
in Sustainability
 
/ Green
 
Bonds) towards
the top 20 most carbon-intensive
 
corporates worldwide.
Sectoral targets:
o
35% of new disbursements in the Energy
 
sector to be directed to RES financing.
o
80% of new
 
disbursements related
 
to construction of new
 
buildings (CIB portfolio)
 
to be allocated
 
with EPC A
and above
o
20% of new disbursements
 
related to mortgage loans (excluding
 
"My Home") to be allocated
 
with EPC B+ and
above
o
Maintain the
 
same growth
 
in absolute
 
terms for
 
Retail Banking
 
new green
 
disbursements (or
 
more than
 
50%
increase vs. 2023).
Performance
 
against financed impact
 
targets is presented
 
in the chapter
 
“Sustainable financing and investment
 
offerings”.
Following
 
the completion
 
of the onboarding
 
of Hellenic Bank, during 2024,
 
along with the
 
upskilling achieved for
 
the rest
 
of
International
 
subsidiaries,
 
the
 
Group
 
aims
 
to
 
align
 
all
 
entities’
 
Sustainability
 
Strategies
 
to
 
converge
 
to
 
a
 
Group-wide
Sustainability Strategy in both
 
pillars.
Energy consumption & mix [E1-5]
According to the energy
 
review conducted in the context of the
 
EnMS implementation, the
 
Energy consumption at Eurobank
occurs from:
Burning of natural gas and oil for
 
heating
The use of diesel and -petrol
 
by vehicles used for
 
transporting materials between its buildings within
 
Attica,
The use of electricity for
 
the organisation’s
 
operations.
The
 
table
 
below
 
outlines
 
the
 
total energy
 
consumed
 
by
 
the
 
Group’s
 
operations,
 
along with
 
the
 
breakdown
 
of the
 
energy
sources used,
 
including the
 
share of
 
renewable and
 
non-renewable
 
energy.
 
By sharing this
 
information,
 
The
 
Group aims
 
to
provide
 
a clearer
 
understanding
 
of its
 
efforts
 
to manage
 
energy
 
usage, reduce
 
carbon
 
emissions,
 
and transition
 
to
 
more
sustainable
 
energy
 
practices
 
in
 
line
 
with
 
its
 
broader
 
environmental
 
goals.
 
The
 
table
 
below
 
details
 
the
 
Group’s
 
energy
consumption and mix for the
 
reporting period.
Unit
2024
Total energy
 
consumption and mix (including purchased or acquired electricity,
 
heat, steam, and cooling from
 
fossil
sources)
(1) Fuel consumption from coal and coal products
MWh
0
(2) Fuel consumption from crude oil and petroleum
 
products
 
MWh
5,450
2.1 Fuel consumption from
 
petrol
MWh
2,922
2.2. Fuel consumption from diesel
MWh
2,243
2.3. Fuel consumption from LPG (Liquefied Petroleum
 
Gas)
MWh
171
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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Unit
2024
Total energy
 
consumption and mix (including purchased or acquired electricity,
 
heat, steam, and cooling from
 
fossil
sources)
2.4 Fuel consumption from heating
 
oil
MWh
113
2.5 Fuel consumption from other
 
crude oil and petroleum products
MWh
0
(3) Fuel consumption from natural
 
gas
 
MWh
3,457
3.1
 
Fuel consumption from natural
 
gas
MWh
3,457
3.3 Fuel consumption from CNG (Compressed
 
Natural Gas)
 
MWh
0
(4) Fuel consumption from other
 
fossil sources
MWh
0
(5) Consumption of purchased or acquired electricity,
 
heat, steam, and cooling from fossil
sources
MWh
14,522
(6) Total energy
 
consumption from fossil sources
MWh
23,428
Share of fossil sources
 
in total energy consumption
%
36%
(7) Total energy
 
consumption from nuclear sources
MWh
4,862
Share of consumption from nuclear sources
 
in total energy consumption
%
7%
(8) Fuel consumption from renewable
 
sources, including biomass (also comprising industrial and
municipal waste of biologic origin), biofuels,
 
biogas, renewable hydrogen,
 
etc.
MWh
0
(9) Consumption of purchased or acquired electricity,
 
heat, steam, and cooling from renewable
sources
MWh
35,904
(10) The consumption of self-generated
 
non-fuel renewable energy
MWh
1,455
(11) Total renewable
 
energy consumption
MWh
37,359
Share of renewable sources
 
in total energy consumption
%
57%
Total energy
 
consumption
MWh
65,649
In 2024 the
 
Group’s total
 
energy consumption
 
reached 65,649
 
MWh. Renewable energy
 
consumption accounted for
 
37,359
MWh, which represents 57%
 
of the total
 
energy consumption,
 
while 4,862 MWh (7%) was from
 
nuclear sources (coming
 
from
Bulgaria’s
 
national
 
energy
 
mix)
 
and
 
the
 
remaining
 
36%
 
was
 
consumed
 
from
 
fossil
 
sources.
 
This
 
substantial
 
sourcing
 
of
renewable
 
energy
 
underscores
 
The
 
Group’s
 
dedication
 
to
 
reducing
 
its
 
carbon
 
footprint
 
and
 
advancing
 
its
 
sustainability
initiatives and will be the key
 
driver for
 
achieving annual reductions in the coming years.
The
 
above
 
consumptions
 
have
 
been
 
based
 
on
 
actual
 
consumption
 
data
 
for
 
a
 
10-month
 
period
 
of
 
2024,
 
while
 
for
 
the
remaining 2 months where actual data were not available,
 
due to timing
 
constraints, consumptions were extrapolated based
on the same period previous
 
years. Actual consumption data for the
 
Bank have been verified according to ISO 14064-1 while
the estimation methodolog
 
y
 
has been validated according to ISO14064-2 by an independent certification
 
body
Energy self-production
 
is a crucial element of Eurobank’s journey towards
 
Operational Net Zero.
 
The relevant project
 
stream
of the Operational
 
Impact Strategy includes 2 distinct self-production
 
initiatives:
Rooftop photovoltaic (PV) stations
 
installed on Eurobank buildings.
Standalone PV parks developed on Eurobank
 
property.
These initiatives are
 
implemented as cross-unit projects with the
 
support of dedicated consultants and with regular updates
to
 
Senior
 
Management.
 
The
 
energy
 
and
 
emission
 
benefits
 
of
 
these
 
projects
 
are
 
calculated
 
in
 
the
 
Operational
 
Net
 
Zero
transition path
 
to carbon neutrality for
 
Scope 1 & 2 by 2033, per the
 
respective commitments of Eurobank.
 
Furthermore, the
 
Group has produced 1,482 MWh of energy.
 
from renewable sources.
 
This includes energy produced
 
from PV
panels in Group’s operations
 
in Greece, Bulgaria, and Cyprus.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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Gross Scopes 1, 2, 3 and Total
 
GHG emissions [E1-6]
Eurobank is
 
committed to reducing
 
its environmental
 
footprint
 
and actively contributes
 
to the reduction
 
of greenhouse gas
emissions. As part of this
 
effort, the Bank closely monitors its operational emissions through the implementation
 
of a certified
Energy Management System (EnMS) in accordance
 
with the ISO 50001 standard.
In addition, the Bank applies the International Standard ISO 14064-1:2018 for the quantification and reporting of greenhouse
gas emissions (Category 1-6) as well as GHG removals. The
 
pertinent correspondence
 
with the International Standard
 
“GHG
Protocol Corporate
 
Accounting and Reporting Standard” (Scope 1, 2 & 3) is also mentioned.
In this
 
context, energy
 
consumption is
 
recorded
 
and allocated
 
as well
 
as the
 
direct and
 
indirect greenhouse
 
gas emissions
are calculated.
Direct emissions
 
(Scope 1) resulting
 
from the
 
Group’s
 
operations
 
reflect GHG emissions
 
released by
 
burning oil and natural
gas to heat
 
buildings (Direct
 
emissions from
 
stationary combustion),
 
the use
 
of diesel and
 
petrol
 
by the
 
Group owned
 
and
leased vehicles, the petrol used
 
to power the generators (Direct emissions from mobile
 
combustion) and the fugitive emissions
from
 
the
 
Group’s
 
air
 
conditioning
 
systems
 
and
 
the
 
automatic
 
extinguishing
 
systems
 
(Direct
 
fugitive
 
emissions
 
from
 
the
release of GHGs in anthropogenic systems).
Indirect emissions
 
are those
 
released by
 
the consumption
 
of electricity (Scope
 
2) as well
 
as other
 
indirect emissions
 
(Scope
3)
 
associated
 
with
 
employee
 
business
 
trips
 
(air
 
travel
 
and
 
hotel
 
stay)
 
and
 
employee
 
commuting,
 
waste
 
management,
emissions from
 
transportation
 
and distribution
 
of goods,
 
capital goods,
 
purchased good
 
and services,
 
emissions from
 
fuel
and energy related activities and emissions
 
from cloud computing usage have also been included.
When a
 
new category
 
is added,
 
the amount
 
for
 
that category
 
is added to
 
the previous
 
year to
 
normalise the
 
baselines for
comparison reasons. The
 
emissions from new
 
categories will also be included
 
in the operational
 
Net Zero for
 
Scope 1 & 2 by
2033 and for Scope 3 by 2050 project,
 
according to the SBTi methodology.
 
As per
 
emissions,
 
the
 
Eurobank
 
Group
 
in Greece
 
utilises emissions
 
conversion
 
coefficients
 
from
 
National
 
Inventory
 
Report
(NIR) Greece -2024, Renewable Energy Sources Operator & Guarantees of Origin (DAPEEP SA), Department for Environment,
Food &
 
Rural Affa
 
irs (UK- DEFRA)
 
(full set, version
 
1.0 of 2024), EXIOBASE
 
(2019 emission factors
 
for Greece),
 
BEIS (2021 and
2024
 
emission
 
factors
 
,
 
Greenview
 
(2022
 
emission
 
factors),
 
EPA
 
database
 
(2022
 
emission
 
factors)
 
and
 
Global
 
Warming
Potential (GWP) (2022 emission factors),
 
as needed for each specific case.
 
The Bank
 
verifies the
 
above greenhouse
 
gas (GHG) emissions
 
in compliance
 
with ISO
 
14064-1, which provides
 
a framework
for quantifying and reporting GHG emissions and removals.
The table below demonstrates
 
the breakdown
 
of the Group’s
 
Scope 1,2,3 emissions:
Total
 
Scope 1,2,3 emissions
Breakdown of Greenhouse Gas
 
emissions
2024
Gross Scope 1 GHG emissions (tCO
2
e)
3,421
Percentage of Scope 1 GHG emissions from
 
regulated emission trading
 
schemes
(%)
0%
Gross location-based
 
Scope 2 GHG emissions (tCO
2
e)
27,664
Gross market-based Scope 2
 
GHG emissions (tCO
2
e)
11,050
Total Gross
 
indirect
(2)
 
(Scope 3) GHG emissions (tCO
2
e)
75,301
1 Purchased goods and services
37,364
Cloud computing and data centre services
206.54
2 Capital goods
23,420
3 Fuel and energy-related Activities (not
 
included in Scope1 or Scope 2)
5,924
4 Upstream transportation and distribution
604
5 Waste generated
 
in operations
550
6 Business traveling
310
7 Employee commuting
7,127
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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Breakdown of Greenhouse Gas
 
emissions
2024
8 Upstream leased assets
0
9 Downstream transportation
0
10 Processing of sold products
0
11 Use of sold products
0
12 End-of-life treatment of sold
 
products
0
13 Downstream leased assets
0
14 Franchises
0
15 Investments
Please refer to financed emissions
table below
Total GHG emissions
 
(location-based) (tCO
2
e)
106,386
Total GHG emissions
 
(market-based) (tCO
2
e)
89,772
(2)
Eurobank Cyprus and Luxemburg is only included in investments emissions (Scope 3 Category 15)
In 2024, the Group’s
 
total operations-related
 
GHG emissions reached 89,772
 
tCO
2
e (market-based) with Scope 1 account
for 4%, Scope 2 (market-based)
 
13% and Scope 3 83%.
 
The
 
calculation
 
of the
 
Scope 1
 
and Scope
 
2 emissions
 
was made
 
using actual
 
data for
 
a 10-month
 
period and
 
estimated /
extrapolated
 
data
 
for
 
a 2-month
 
period.
 
Emissions
 
for
 
the
 
Bank’s operations
 
(including
 
the
 
assumptions
 
/ extrapolations
approach)
 
has
 
been
 
verified/validated
 
by
 
an
 
independent
 
certification
 
body
 
according
 
to
 
ISO14064-1
 
and
 
ISO
 
14064-2
respectively.
The
 
above
 
data
 
may be
 
modified due
 
to issuance
 
of new
 
version
 
of emissions
 
conversion
 
coefficients
 
(emissions
 
factors)
during
 
2025
 
from
 
the
 
Ministry
 
of
 
Environment
 
and
 
Energy,
 
due
 
to
 
the
 
new
 
climate
 
law
 
4936/2022
 
(Government
 
Gazette
105/A/ 27.05.2022),
 
for operations
 
in Greece, or relevant Laws in the
 
countries where the
 
Eurobank Group
 
operates.
The
 
location-based
 
method
 
reveals
 
what is
 
physically
 
emitted by
 
the
 
Group,
 
while the
 
market-based
 
approach
 
concerns
residual emissions
 
for
 
which the
 
Group
 
does not
 
procure
 
Guarantees
 
of Origin
 
(GO’s). 95.66%
 
of the
 
Bank’s operations
 
in
Greece
 
electric energy
 
will be
 
certified
 
from
 
Renewable
 
Sources
 
(Guarantees
 
of Origin
 
will be
 
acquired during
 
2025). The
Bank’s have an annual Guarantee of Origins (GOs) contract
 
with the electricity provider.
 
The
 
Group
 
has
 
identified
 
the
 
significant
 
Scope
 
3
 
categories
 
for
 
its
 
operational
 
impact,
 
by
 
considering
 
estimated
 
GHG
emissions
 
alongside
 
criteria
 
outlined
 
in
 
the
 
GHG
 
Protocol
 
Corporate
 
Value
 
Chain
 
(Scope
 
3).
 
This
 
identification
 
process
involved
 
factors
 
such
 
as
 
financial
 
spend,
 
influence,
 
transition
 
risks
 
and
 
opportunities,
 
and
 
stakeholder
 
perspectives.
 
The
categories include:
 
Employee commuting and homeworking
Business travel (air-travel
 
and hotel-stay)
Transportation
 
and Distribution
Purchased Goods and Services
Capital Goods
Fuel and Energy related activities
Waste disposal and Water
 
consumption
Cloud Computing Usage
Scope 3 emissions totaled
 
75,301 tCO
2
e for 2024.
 
When a new category
 
is added, the amount for
 
that category is
 
added to
the previous
 
year and the base year
 
to normalise the baselines for comparison
 
reasons.
Assumptions applied
Eurobank estimates
 
Scope 1, 2, and 3 emissions by
 
assuming that historical
 
consumption patterns can
 
predict future trends,
allowing
 
past
 
data
 
to
 
guide
 
current
 
and
 
future
 
emissions
 
estimates.
 
This
 
approach
 
presumes
 
consistency
 
in
 
usage
 
over
comparable
 
periods,
 
making
 
it
 
especially
 
useful
 
for
 
stable
 
operations.
 
In
 
the
 
absence
 
of
 
historical
 
data,
 
Eurobank
 
uses
average
 
consumption
 
from
 
the
 
current
 
year
 
to
 
project
 
future
 
usage,
 
assuming
 
that
 
current
 
performance
 
can
 
provide
 
an
accurate forecast.
 
Where feasible,
 
the Group
 
utilises primary / source
 
data for
 
the relevant
 
calculations, either
 
from its own
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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sources
 
or
 
by
 
acquiring
 
them
 
from
 
its
 
value
 
chain
 
stakeholders
 
(i.e.
 
suppliers).
 
When
 
those
 
are
 
not
 
available,
 
it
 
employs
estimations, assumptions and extrapolations
 
that produce
 
reasonable outcomes.
These assumptions
 
enable the
 
Eurobank Group
 
to maintain flexibility and accuracy
 
in its emissions estimation,
 
adapting to
varying
 
levels
 
of
 
data
 
availability.
 
By
 
doing
 
so,
 
the
 
Group
 
supports
 
its
 
sustainability
 
goals
 
and
 
ensures
 
compliance
 
with
environmental
 
reporting standards, providing
 
a comprehensive view of its environmental
 
impact.
Perimeter of Estimation
The emissions estimation
 
process covers
 
the entire Eurobank Group
 
and its subsidiaries, aligning with the perimeter
 
defined
in the Group's Sustainability Statement. This approach
 
ensures that all operations
 
and activities are considered, providing a
comprehensive view of Eurobank's
 
environmental impact and supporting its commitment
 
to sustainability.
Contractual instruments
Unit
2024
Contractual instruments used for
 
the purchase of bundled energy
 
with attributes about
energy generation
 
in relation to Scope 2 GHG emissions
MWh
32,282
In 2024 the
 
Bank continued
 
to purchase green energy from
 
Renewable Energy Sources (RES) with
 
Guarantees of Origin (GOs).
More specifically,
 
32,282 MWh of electricity was sourced from renewable
 
sources.
Regarding
 
its
 
financed
 
impact-related
 
Scope
 
3
 
emissions,
 
the
 
Group
 
calculates
 
and
 
discloses
 
its
 
financed
 
emissions
(category
 
15)
 
following
 
the
 
PCAF
 
methodology,
 
which
 
is
 
based
 
on
 
a
 
revenue-based
 
approach,
 
with
 
emission
 
factors
estimated
 
for
 
each
 
sector
 
and
 
country
 
through
 
a
 
multiregional
 
input-output
 
analysis
 
framework.
 
Note
 
that
 
reported
emissions from Group’s counterparties have
 
been used where available across Scope 1, 2 and 3. Where one or more reported
scope categories
 
were
 
not disclosed /
 
complete, the
 
Group has
 
incorporated
 
estimated emissions
 
according to its
 
internal
methodology,
 
in line with the PCAF standard.
 
More specifically,
 
the Group utilises a waterfall
 
approach for
 
the calculation of the
 
financed emissions:
To
 
the
 
extent
 
possible,
 
published
 
(reported)
 
emissions
 
of
 
the
 
counterparties
 
are
 
used.
 
(Option
 
1
 
 
Reported
emissions)
For sector D 35.11
 
physical activity based emissions are reported (Option
 
2 – Physical activity-based emissions)
In
 
all
 
other
 
cases
 
the
 
scope
 
1,
 
2
 
and
 
3
 
emissions
 
are
 
calculated
 
based
 
on
 
the
 
economic
 
activity
 
data
 
of
 
the
counterparty
 
(i.e.,
 
EUR
 
of
 
revenue)
 
and
 
appropriate
 
emission
 
factors
 
expressed
 
per
 
economic
 
activity
 
(e.g.,
tCO
2
e/million EUR output of the corresponding
 
sector). (Option 3 – Economic activity-based emissions.)
The Group
 
calculates and monitors its financed emissions for
 
the lending and investment portfolios
 
within its Banking Book,
while sectoral level financed emissions of its corporate lending portfolio,
 
is the key method for developing
 
targets to align its
portfolio with climate transition pathways and set
 
net zero targets. As
 
a key step
 
towards its commitment to
 
align its portfolio
with 1.5
o
aligned transition
 
pathways
 
and set
 
net zero
 
targets, the
 
Group
 
is in
 
the
 
process
 
of developing
 
the
 
first wave
 
of
sectoral financed emissions reduction
 
targets, covering the
 
Group’s lending portfolios,
 
with the ultimate objective
 
of setting
2030 targets for
 
the carbon intensive sectors of its portfolio
 
and reaching Net Zero by 2050.
Financed emissions
 
is the
 
most material
 
Scope 3 category
 
for
 
the Group,
 
accounting for
 
> 99% of
 
the total
 
emissions, and
are the basis for
 
its sectoral decarbonisation action
 
plan.
The Group
 
discloses financed emissions
 
for the
 
lending and investment
 
portfolio
 
based on counterparties'
 
scope 1, 2, and
 
3
emissions, which total 28.5
 
million tonnes of CO
2
 
equivalent (mtCO
2
e) for 2024.
 
It's noted that fluctuations
 
in total financed
emissions are expected as companies refine their
 
estimation methods and market practices
 
evolve.
Τhe table below presents the breakdown
 
of the Group’s total
 
financed emissions between lending and investment activities:
 
Emission covered exposure
 
(€mn)
Scope 1&2 (ktCO
2
e)
Scope 3 (ktCO
2
e)
Total emissions
 
(ktCO
2
e)
Lending
 
40,938
6,799
16,567
23,367
Corporate
29,364
6,440
16,567
23,007
Retail
11,574
359
-
 
359
Investments
23,155
2,647
2,470
5,117
Total
64,093
9,446
19,037
28,483
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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The majority
 
of the
 
Group’s
 
financed emissions come
 
from its corporate
 
portfolio
 
lending, accounting for
 
c.81% of the
 
total,
while Scope 3 financed emissions account for c. 87%
 
of the total.
Emission covered
exposure (€mn)
Scope 1&2 (ktCO
2
e)
Scope 3 (ktCO
2
e)
Total emissions
(ktCO
2
e)
A - Agriculture
 
371
388
359
747
C - Manufacturing
 
4,446
1,975
10,140
12,115
D - Energy
 
2,800
1,200
216
1,416
F – Construction
 
1,065
63
694
757
G - Wholesale and retail trade
 
4,727
1,262
3,104
4,366
H - Transporting and storage
 
5,645
1,041
1,155
2,196
I – Accommodation
 
2,915
102
362
464
Other Sectors
 
7,396
409
537
946
Total
 
29,364
6,440
16,567
23,007
Regarding
 
the
 
corporate
 
portfolio,
 
lending
 
to the
 
manufacturing
 
sector has
 
the
 
biggest contribution,
 
c. 53%,
 
followed
 
by
wholesale and retail trade, c19%, and transportation,
 
c. 9%.
Total
 
GHG Emissions
ESRS Quantitative data / metric
Unit
2024
Total GHG emissions
 
(location-based)
 
tCO
2
e
28,589,386
Total GHG emissions
 
(market-based)
tCO
2
e
28,572,772
Total net revenue
(3)
mn €
3,341
(3)
In alignment with the “operating income”
 
as disclosed in the consolidated income statement.
In 2024, the Group’s GHG emissions amounted to
 
28.6 mn tCO
2
e with financed emissions contributing >99%
 
and operations-
related (Scope 1,2,3) emissions accounting for less than 1%.
Unit
2024
GHG intensity per net revenue
 
(location based)
tCO
2
e/ mn €
8,557
GHG intensity per net revenue
 
(market based)
tCO
2
e/ mn €
8,552
GHG removals and GHG mitigation projects
 
financed through
 
carbon credits [E1-7]
For
 
operations-related
 
emissions,
 
following
 
the
 
Science-Based
 
Targets
 
initiative
 
guidance,
 
90%
 
of
 
the
 
baseline
 
year’s
emissions will need to be reduced and the
 
remaining 10% will be removed
 
by purchasing Carbon Credits. Currently
 
there are
no plans
 
to include
 
Carbon Removals
 
across
 
Eurobank’
 
s value
 
chain (upstream
 
and downstream).
 
As for
 
Carbon Credits,
they
 
will
 
only
 
cover
 
the
 
remaining
 
10%
 
of
 
emissions,
 
complementing
 
Eurobank’s
 
carbon
 
reductions
 
across
 
its
 
value
 
chain.
Carbon
 
Credits
 
will
 
not
 
be
 
used
 
to
 
show
 
Carbon
 
Reductions
 
across
 
Eurobank’s
 
value
 
chain
 
and
 
they
 
will
 
not
 
impede
 
its
progress
 
towards
 
net-zero.
 
Eurobank’s
 
Carbon
 
Credits
 
are
 
purchased
 
from
 
credible
 
sources
 
that
 
follow
 
the
 
latest
 
quality
standards.
2.3
Biodiversity and ecosystems [E4]
 
2.3.1
Governance
Eurobank
 
acknowledges that
 
it currently
 
does not
 
have a
 
dedicated governance
 
structure in
 
place to
 
address biodiversity
conservation issues comprehensively. However,
 
recognising the increasing importance of
 
biodiversity in achieving sustainable
development and mitigating environmental risks, Eurobank is committed to developing a robust governance framework.
 
This
framework
 
will
 
include
 
clear
 
policies,
 
oversight
 
mechanisms,
 
and
 
accountability
 
structures
 
to
 
integrate
 
biodiversity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
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considerations into its decision
 
-making processes and business operations.
 
The development
 
of this governance
 
structure is
a priority, and Eurobank
 
aims to establish it within a defined timeframe to align with emerging
 
regulatory requirements and
stakeholder expectations.
 
Meanwhile, Eurobank engages regularly with its stakeholders,
 
including environmental organisations, regulators,
 
and clients,
to stay informed about biodiversity
 
issues and best practices.
2.3.2
Strategy
Material impacts, risks and opportunities and their interaction
 
with strategy and business model [ESRS
 
2 SBM-3]
Based
 
on
 
the
 
capability
 
of
 
the
 
financial
 
sector
 
to
 
influence
 
the
 
sustainable
 
use
 
of
 
nature
 
through
 
its
 
business
 
activities,
Eurobank is already
 
taking appropriate steps to integrate
 
biodiversity loss in
 
its operations,
 
by developing a
 
corresponding
response
 
strategy and incorporating
 
relevant provisions
 
in its overall
 
strategy and risk management framework.
Eurobank
 
is currently
 
developing a
 
model for
 
integrating biodiversity
 
considerations
 
into its
 
overall
 
strategy,
 
ensuring that
its financing and investing activities do not have a negative effect
 
on biodiversity and ecosystems and while also promoting
activities that rehabilitate
 
and restore ecosystems.
 
Eurobank recognises
 
that its physical
 
operations
 
have minimal effect
 
on
biodiversity and is thus developing
 
a proportional approach.
Eurobank’s strategic
 
action plan around biodiversity
 
will evolve
 
around the following
 
elements:
Risk Assessment: Integrate comprehensive transaction assessments to identify
 
and understand biodiversity risks and
dependencies using tools like ENCORE.
Sector
 
Analysis:
 
Focus
 
on
 
high
 
and
 
medium-risk
 
sectors,
 
such
 
as
 
agriculture,
 
forestry,
 
water
 
supply,
 
mining,
 
and
energy,
 
and promote measures and financing that
 
mitigates biodiversity impacts.
Sustainable
 
Finance:
 
Promote
 
and
 
finance
 
activities
 
and
 
projects
 
that
 
support
 
biodiversity
 
conservation,
rehabilitation of ecosystems and sustainable use of natural
 
resources.
 
Considering the
 
complexity of assessing the
 
issue of biodiversity
 
as a risk driver
 
in relation
 
to Eurobank’s
 
business practices
and own operations, given the fact that the
 
relevant guidance in this field is currently under development, Eurobank is closely
following several
 
related initiatives
 
and continues to build its
 
skills and capacity,
 
so as to ensure
 
readiness to appropriately
address such risks, upon the availability of more granular
 
guidelines and methodologies in this respect.
To identify
 
business operations
 
impacting biodiversity,
 
the Group
 
conducted a thorough
 
loan portfolio
 
analysis (materiality
assessment) to identify the sectors most vulnerable
 
to biodiversity loss. Utilising the ENCORE tool (Exploring Natural
 
Capital
Opportunities, Risks,
 
and Exposure),
 
the
 
Group
 
analyzed sector-specific
 
dependencies and
 
impacts related
 
to biodiversity
loss.
 
The
 
ENCORE
 
tool
 
facilitates
 
the
 
assessment
 
of
 
dependencies
 
on
 
biodiversity
 
loss
 
by
 
exploring
 
the
 
ways
 
in
 
which
economic activities rely on ecosystem services and natural capital. Based on the results,
 
primary economic activities, such as
agriculture and
 
water supply,
 
are significantly
 
more dependent
 
on ecosystem
 
services
 
than other
 
economic activities,
 
such
as transportation.
 
This
 
is mainly
 
because the
 
production
 
of agricultural
 
products
 
heavily relies
 
on the
 
use of
 
groundwater,
surface water,
 
and animal pollination.
2.3.3
.
Impact, risk and opportunity management
Description of processes to identify and assess
 
material impacts, risks and opportunities [ESRS 2 IRO-1]
Eurobank
 
identifies
 
material
 
impacts,
 
risks, and
 
opportunities
 
related
 
to integration
 
of
 
sustainability in
 
risk management
through a comprehensive
 
DMA. This approach integrates
 
industry benchmarks, stakeholder insights, and financial relevance
to ensure a robust evaluation
 
of integration of sustainability in risk management impacts.
During our Double materiality
 
assessment, the
 
following risk
 
associated with Biodiversity
 
and ecosystems matters has
 
been
identified:
Direct impact drivers of biodiversity
 
loss
Risk
Biodiversity loss due to clients’ operations
 
may lead to financial and reputational damage.
2.3.4 Policies and Actions
Policies related
 
to the integration
 
of sustainability in risk management
 
[MDR-P]
 
Eurobank
 
has developed
 
a set of policies
 
to guide its actions
 
on biodiversity,
 
ensuring that
 
all business activities
 
align with
the Group's
 
commitment to biodiversity
 
conservation.
Eurobank is
 
committed to engaging with
 
stakeholders
 
by ensuring a
high level of
 
accountability in policy
 
development and implementation. Policies are approved by the appropriate Governance
bodies
 
such
 
as
 
the
 
Board
 
of
 
Directors
 
or
 
specialized
 
committees,
 
which
 
ensure
 
that
 
there
 
is
 
alignment
 
with
 
the
 
Group's
strategic goals and stakeholder
 
interests.
 
Eurobank main policies that
 
incorporate biodiversity
 
issues are:
Environmental Policy
 
Statement: Incorporates
 
biodiversity
 
considerations
 
into environmental
 
risk assessments
 
and
decision-making processes.
 
 
 
 
 
 
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Sustainable
 
Finance
 
Framework: Guides
 
the
 
Group
 
in
 
aligning
 
its
 
financial
 
activities
 
with
 
sustainability
 
goals,
including biodiversity
 
conservation by
 
defining specific criteria
 
for projects
 
that support biodiversity
 
and excluding
activities that might harm the environment.
Sustainable
 
Investment
 
Framework:
 
Guides
 
investment
 
decisions
 
to
 
support
 
long-term
 
environmental
 
and
 
social
sustainability, including biodiversity
 
conservation by developing
 
criteria for investments
 
that promote biodiversity.
For
 
more information
 
regarding the
 
dedicated policies
 
please refer
 
to: 2.2.4 Policies
 
& Actions
 
- Policies
 
related to
 
climate
change mitigation and adaptation [E1-2]
Actions related to
 
the integration
 
of sustainability in risk management
 
[MDR-A]
Based
 
on
 
the
 
capability
 
of
 
the
 
financial
 
sector
 
to
 
influence
 
the
 
sustainable
 
use
 
of
 
nature
 
through
 
its
 
business
 
activities,
Eurobank is already
 
taking appropriate steps to integrate
 
biodiversity loss in
 
its operations,
 
by developing a
 
corresponding
response
 
strategy
 
and
 
incorporating
 
relevant
 
provisions
 
in
 
the
 
risk
 
management
 
framework.
 
These
 
actions
 
have
 
been
embedded into the Group’s operating
 
model in order to ensure that the Group has established actions on an ongoing basis:
According
 
to the
 
Group’s
 
Exclusion
 
List, activities
 
prohibited
 
by
 
the
 
laws of
 
the
 
host
 
country or
 
international
 
conventions
concerning the protection
 
of biodiversity or cultural
 
heritage resources
 
are excluded from financing.
 
At
 
the
 
same
 
time,
 
the
 
ESG
 
Questionnaire
 
that
 
is
 
used
 
by
 
the
 
Group
 
in
 
the
 
context
 
of
 
the
 
borrowers’
 
creditworthiness
assessment includes, inter alia, dedicated questions aiming
 
to capture the biodiversity loss risk of the Group’s counterparties.
Furthermore, a qualitative
 
Risk Appetite Statement (RAS) has been introduced in relation
 
to the environmental risk posed to
biodiversity.
 
Based on its exclusion list, the Group shall refrain from financing activities prohibited by
 
host country legislation
or international conventions relating
 
to the protection
 
of biodiversity resources.
As
 
per
 
the
 
Responsible
 
Investment
 
Policy
 
document
 
of
 
Eurobank
 
Asset
 
Management
 
MFMC,
 
the
 
Company
 
integrates
sustainability
 
factors
 
into
 
the
 
investment
 
process.
 
In
 
particular,
 
the
 
sustainability
 
analysis
 
includes
 
the
 
assessment
 
of
environmental
 
criteria (e.g.
 
emissions of
 
greenhouse
 
gases, exposure
 
to fossil
 
fuel and
 
water
 
emissions) at
 
the
 
level
 
of the
companies in which the
 
funds and portfolios
 
invest. The
 
events or conditions
 
that may be responsible
 
for a negative
 
impact
on the return
 
of the fund/portfolio
 
include environmental
 
aspects (e.g. carbon emissions,
 
water pollution,
 
loss of biodiversity
or damage to ecosystem). The specific sustainability factors considered may vary, as they depend on the
 
specific investment
strategy followed
 
by each fund/portfol
 
io.
Also, through the Climate-Related & Environmental Risks’ Materiality Assessment
 
has as main
 
objective to outline the general
methodological approach
 
by which the Group
 
assessed the materiality of the
 
sustainability risks, including biodiversity
 
loss,
and to demonstrate the exercise's
 
results.
2.3.5 Metrics & Targets
Biodiversity metrics [MDR-M]
Eurobank is currently in the process
 
of developing and monitoring biodiversity risk indicators through the ENCORE tool which
classifies sectors
 
into five
 
levels:
 
Very
 
Low,
 
Low,
 
Medium, High,
 
and Very
 
High. To
 
enhance
 
its approach,
 
Eurobank
 
initially
created
 
a numerical five-level
 
scale, where
 
0 represents Very
 
Low, 1 represents
 
Low, 2 represents
 
Medium, 3 represents High,
and 4 represents Very High. For
 
each subsector, the maximum score from
 
each subcategory of ecosystem services presented
by the ENCORE tool was used. The average
 
of these maximum scores for each subcategory was then calculated,
 
followed
 
by
the average
 
per Level 1 NACE sector.
 
The final scores for
 
each Level 1 NACE sector were
 
categorized as follows:
0-1: Minor,
1-2: Low,
2-3: Medium,
3+: High.
Biodiversity targets [MDR-T]
Eurobank is currently
 
in the process of developing
 
specific targets related to biodiversity
 
conservation. This initiative
 
aims to
establish clear, measurable goals that will guide the Group's efforts in mitigating biodiversity risks and enhancing its positive
impact on ecosystems. By setting these targets, Eurobank seeks
 
to ensure accountability and transparency in its biodiversity
strategy,
 
aligning
 
its
 
operations
 
with
 
global
 
sustainability
 
standards
 
and
 
contributing
 
to
 
the
 
preservation
 
of
 
natural
resources for
 
future generations.
2.4
Integration of sustainability in risk
 
management [Entity-specific]
2.4.1
Governance
The role
 
of the administrative,
 
management and supervisory bodies [ESRS 2 GOV
 
-1]
The Group applies a model of defined roles and responsibilities regarding
 
the management of Sustainability risks across the
Three lines of defense,
 
shaped by the European Central Group's Single Supervisory Mechanism (SSM) 13 expectations related
to climate-related and environmental
 
risksand considering all relevant guidelines
 
and regulatory requirements:
 
 
 
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1st line
 
The Business Units (CIB and Retail Banking) are responsible for assessing, managing and monitoring risk levels in all
risk
 
categories,
 
including
 
Sustainability
 
risks.
 
The
 
CIB
 
Sustainability
 
Center
 
of
 
Excellence
 
and
 
the
 
Retail
 
Banking
sustainability
 
coordinators,
 
are
 
responsible
 
for
 
undertaking
 
all
 
relevant
 
sustainability
 
and
 
sustainable
 
finance
activities. In addition, the role of the
 
Group Sustainability Unit in the 1st
 
line includes the responsibility for managing
and coordinating
 
sustainability strategy
 
related
 
issues, the
 
development
 
of action
 
plans for
 
the
 
Group's Net
 
Zero
portfolio
 
strategies,
 
the
 
facilitation
 
of
 
the
 
Sustainability
 
data
 
framework
 
development,
 
as
 
well
 
as
 
Sustainability
Reporting,
 
Environmental
 
& Energy
 
Reporting (EMAS
 
Report,
 
Greenhouse
 
Gases Emissions
 
Report
 
per
 
ISO14064)
and Sustainability ratings.
2nd line
 
The Group
 
Risk Management
 
(GRM) is independent
 
from the
 
Business Units and
 
is fully responsible
 
for setting
 
the
risk
 
strategy
 
and
 
risk
 
appetite
 
framework,
 
including
 
sustainability
 
risks.
 
Within
 
the
 
GRM,
 
a
 
dedicated
 
Group
Sustainability Risk
 
(GSR) unit
 
has been
 
established, with
 
the
 
overall
 
responsibility for
 
overseeing,
 
monitoring and
managing sustainability risks and sustainable financing
 
activities, in cooperation
 
with the
 
other
 
GRM Units, as well
as with Group Compliance.
3rd line
 
The Group
 
Internal Audit
 
(Group IA)
 
independently reviews
 
the adequacy
 
and effectiveness
 
of the
 
internal control
framework
 
in place regarding Sustainability risk management, following
 
a risk-based approach.
For more information,
 
please refer to: 1.3.1
 
The role
 
of the administrative,
 
management and supervisory bodies ESRS 2 GOV-
1]
The
 
GSR has
 
the
 
overall
 
responsibility
 
for
 
overseeing,
 
monitoring and
 
managing sustainability
 
risks. More
 
specifically,
 
the
GSR
 
prepares
 
and
 
maintains
 
the
 
Group’s
 
Sustainability
 
risk
 
management
 
policies,
 
processes
 
and
 
methodologies,
 
in
collaboration
 
with the
 
Group Sustainability Unit
 
and the Business
 
and Risk Units. In
 
addition, it leads the
 
development and
implementation of the
 
Sustainability risk-related framework,
 
policies and processes, in coordination
 
with other
 
units, as well
as acts, monitors and reports
 
the progress
 
of the implementation
 
of the developed
 
Climate Risk action
 
plan and reports to
the Board for Sustainability risks matters. In addition, the GSR reviews and challenges
 
the involved stakeholders as to setting
the Financed Impact
 
Strategy (including Net
 
Zero targets), as
 
well as monitors the
 
Financed Impact Strategy
 
(including Net
Zero) and reports financial targets and KPIs. The GSR also
 
leads the 2nd line independent sustainable lending
 
re-assessment
process against the Sustainable Finance Framework criteria, including the characterization
 
of products of the Retail Portfolio
as sustainable.
 
Reviews
 
and confirms
 
the
 
Risk Assessment
 
and challenges
 
the
 
mitigating
 
actions
 
(as per
 
pre-determined
thresholds). Furthermore,
 
the GSR develops and maintains the Climate Risk Stress Testing Framework, as well as the scenario
analysis
 
and
 
stress
 
testing
 
methodologies,
 
and
 
coordinates
 
the
 
performance
 
of
 
sustainability
 
risk
 
scenario
 
analysis
 
and
relevant stress test exercises
 
at Group level.
 
Also, Eurobank enhanced its Governance
 
Structure and Committees to support the integration
 
of Sustainability risks:
Oversight
 
of
 
sustainability
 
risks
 
at
 
management
 
body
 
level
 
through
 
allocation
 
of
 
responsibilities
 
to
 
Board
 
and
management
 
committees.
 
Specifically,
 
Chairman
 
of
 
the
 
SMC
 
is
 
the
 
Deputy
 
Chief
 
Executive
 
Officer,
 
Group
 
Chief
Operating Officer
 
(Group COO) & International Activities.
A Board Member is responsible for
 
climate-related and environmental
 
risks.
Establishment
 
of
 
2
 
Committees
 
that
 
supplement
 
the
 
governance
 
arrangements
 
in
 
sustainability
 
risk,
 
i.e.
Sustainability Management Committee and Climate Risk Stress Test
 
Committee.
Appointment of Group Senior Sustainability Officer
 
to lead the Group’s
 
sustainability initiatives.
For more information
 
please refer to :
1.3.1 The role
 
of the administrative, management and supervisory bodies [ESRS 2 GOV-
1]
2.4.2
Strategy
Material impacts, risks and opportunities and their interaction
 
with strategy and business model [ESRS
 
2 SBM-3]
Eurobank’s strategy,
 
climate transition plan ( as described in Chapter: 2.2.2)
 
and business model are closely integrated with
its
 
Sustainability
 
Risk
 
Management
 
Framework,
 
which
 
includes
 
robust
 
risk
 
management
 
processes
 
and
 
tools.
 
Eurobank
actively
 
evaluates
 
the
 
impact
 
of
 
climate
 
scenarios
 
on
 
its
 
counterparties,
 
helping
 
to
 
identify
 
climate
 
transition
 
financing
opportunities while ensuring resilience
 
to evolving
 
environmental and
 
regulatory risks. This
 
integration
 
of sustainability into
the bank's
 
risk management
 
practices
 
strengthens
 
its competitive
 
position by
 
enabling proactive
 
engagement with
 
clients
on sustainability-related matters.
 
It also aligns with regulatory expectations (i.e.
 
SSM’s 13 expectations on the management
climate-related
 
and environmental
 
risks) and supports
 
the
 
identification and
 
mitigation
 
of potential
 
financial losses linked
to sustainability risks.
Eurobank’s
 
risk
 
management
 
tools
 
ensure
 
comprehensive
 
assessment
 
and
 
monitoring
 
of
 
sustainability
 
risks
 
across
 
its
portfolio. While the integration of sustainability
 
factors may require clients
 
to provide additional data
 
and meet sustainability
requirements,
 
these
 
measures
 
safeguard
 
Eurobank
 
against
 
potential
 
risks
 
that
 
could
 
affect
 
its
 
market
 
perception
 
and
business model.
 
By embedding
 
sustainability considerations
 
into its
 
risk management
 
processes,
 
Eurobank
 
not only
 
meets
regulatory
 
obligations
 
but
 
also
 
enhances
 
its
 
long-term
 
resilience
 
and
 
sustainability,
 
securing
 
a
 
competitive
 
edge
 
in
 
the
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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marketplace. This dual approach
 
of addressing risks and leveraging
 
opportunities ensures that Eurobank’s
 
strategy remains
aligned with both its business model and its commitment
 
to sustainable growth.
Sustainability Risk
 
management
 
accounts for
 
regulatory
 
guidelines and
 
expectations,
 
such as
 
ECB and
 
EBA guidelines
 
on
Climate-related environmental
 
risks, as well as the market practices. The
 
Group has developed an implementation roadmap
in alignment
 
with the
 
SSM’s 13 expectations
 
on climate-related
 
and environmental
 
risks. For
 
more information
 
please refer
to the
Consolidated Pillar 3 Report - 11.1.3
 
Risk Management
.
2.4.3
Impact, risk and opportunity management
Description of processes to identify and assess
 
material impacts, risks and opportunities [ESRS 2 IRO-1]
Eurobank
 
identifies
 
material
 
impacts,
 
risks, and
 
opportunities
 
related
 
to integration
 
of
 
sustainability in
 
risk management
through a comprehensive
 
DMA. This approach integrates
 
industry benchmarks, stakeholder insights, and financial relevance
to ensure a robust evaluation
 
of integration of sustainability in risk management impacts.
Nevertheless,
 
for
 
the
 
identification
 
and
 
assessment
 
of
 
sustainability
 
risk
 
management
 
the
 
Group
 
has
 
developed
comprehensive processes
 
that include RIMA,
 
Risk appetite framework,
 
and ICAAP.
 
For more
 
information, please
 
refer to the
Consolidated
 
Pillar
 
3
 
Report
 
-
 
11.1.3
 
Risk
 
Management
 
and
TCFD
 
Climate
 
-
 
related
 
&
 
Environmental
 
Risk
 
Report
 
(Risk
Management)
.
The impacts, risks and opportunities associated with the integration
 
of sustainability in risk management matters are shown
in the table below:
Integration of sustainability in risk
 
management
Impact
Negative
Potential
The ESG / climate risk assessment may require
 
additional effort by
 
the clients in
order to provide
 
required ESG data and may result in additional conditions
 
to
comply with for financial agreements.
 
Risk
Client hesitance or inability to meet sustainability requirements
 
may impact
Eurobank's market perception,
 
potentially affecting its competitive
 
position and
leading to additional risks.
Opportunity
Integrating ESG in risk management in response
 
to evolving regulatory
 
requirements
and business needs improves
 
Eurobank's resilience
 
to sustainability-related risks,
safeguarding Eurobank
 
against potential financial losses, strengthening its overall
risk management framework.
2.4.4
Policies and Actions
Policies related to the
 
integration of sustainability
 
in risk management [MDR-P]
 
Eurobank
 
has
 
incorporated
 
sustainability
 
risk
 
aspects
 
across
 
all
 
pillars
 
of
 
its
 
Risk
 
Management
 
Framework,
 
through
 
the
establishment of
 
comprehensive
 
policies and
 
processes.
 
It is
 
among the
 
Group’s
 
priorities to
 
identify,
 
assess, manage
 
and
mitigate relevant risks, with a view
 
towards ensuring alignment with its business strategy,
 
as well as regulatory and industry
developments.
Group Risk Management Framework
 
(RMF) and Sustainability Risk Management Policy
The Group
 
Risk Management Framework
 
defines the roles and responsibilities
 
of the Group Risk Management (GRM), which
is
 
independent
 
from
 
the
 
Business
 
Units
 
as
 
a
 
2nd
 
line,
 
having
 
full
 
responsibility
 
for
 
the
 
establishment
 
of
 
the
 
Group’s
 
Risk
Strategy and Risk Appetite
 
Framework, as well as for monitoring all risks assessed as
 
material through the Risk Identification
and Materiality Assessment (RIMA) process,
 
including climate-related and environmental
 
risks undertaken by the
 
Group. For
more information please
 
refer to the
Group’s “TCFD
 
Climate - related & Environmental
 
Risk Report
”.
In
 
accordance
 
with
 
relevant
 
supervisory
 
expectations
 
and
 
the
 
Group’s
 
enhanced
 
governance
 
operating
 
model
 
for
 
the
incorporation of
 
sustainability risks across
 
the Three
 
lines of defense, new
 
roles and responsibilities
 
regarding sustainability
risk management have
 
been embedded into the Group
 
Risk Management Framework.
 
In addition, Eurobank
 
has developed
its Sustainability
 
Risk Management
 
Policy,
 
which aims
 
at fostering
 
a holistic
 
understanding
 
of the
 
effects
 
of sustainability
risks
 
on
 
its
 
business
 
model,
 
as
 
well
 
as
 
supporting
 
decision-making
 
regarding
 
these
 
matters
 
and
 
providing
 
a
 
robust
governance under
 
its Risk Management Framework.
Collateral Valuation
 
Policy
Eurobank
 
has refined
 
its Collateral
 
Valuation
 
Policy
 
(CVP) to
 
specify accepted
 
collateral
 
types and
 
valuation
 
procedures,
while integrating assessments of climate-related
 
and environmental risks. This involves
 
collecting pertinent information
 
such
as Energy
 
Performance
 
Certificates
 
(EPCs)
 
and incorporating
 
forward-looking
 
estimates
 
of natural
 
hazards.
 
The
 
updated
Policy
 
will also
 
consider broader
 
climate-related
 
and environmental
 
factors, such
 
as waste
 
management and
 
accessibility,
to enhance valuation accuracy and risk management.
 
 
 
 
 
 
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Credit Policy Manual
The
 
Group’s
 
credit policy
 
manual has
 
been updated
 
to integrate
 
sustainability-related
 
risks by
 
incorporating
 
climate
 
and
environmental factors
 
into credit risk management practices,
 
aligning with the SSM's expectations.
Group Environmental
 
and Social Policy
In this
 
context, the
 
Group has
 
developed
 
an Environmental
 
and Social Policy
 
that sets
 
the framework
 
of general
 
principles
and requirements
 
for
 
managing environmental
 
and social
 
issues. Through
 
the
 
Environmental
 
and Social
 
Policy,
 
the
 
Group
achieves and maintains compliance
 
with existing national
 
and international environmental and social
 
legislation/regulations,
as well as with its commitments, through a standardised
 
E&S assessment approach. Furthermore,
 
the objective of the
 
Policy
is,
 
inter
 
alia,
 
to ensure
 
timely
 
and accurate
 
reporting
 
to
 
the
 
European
 
Bank for
 
Reconstruction
 
and
 
Development
 
(EBRD)
concerning the management
 
of the Group ESMS.
 
As part of its Environmental and Social Policy,
 
Eurobank maintains a list of activities that are excluded from
 
financing, in line
with the exclusion lists
 
of the EBRD. For all
 
financing transactions, the Group ensures that
 
its clients
 
demonstrate an organised
and
 
systematic
 
approach
 
to
 
E&S
 
risk
 
management
 
that
 
complies
 
with
 
applicable
 
local,
 
national
 
and
 
international
environmental,
 
health
 
and
 
safety,
 
and
 
labour
 
legislation
 
and
 
standards,
 
relevant
 
permits,
 
as
 
well
 
as
 
public
 
disclosure
requirements.
The ESMS process
 
consists of client/activity environmental and social risk screening,
 
risk assessment process, decision
 
of risk
control approach
 
and ongoing performance
 
monitoring.
Know-Your-Customer
 
(KYC) and Anti-Money Laundering/Terrorist
 
Financing (AML/TF) policies and processes
Eurobank has established Know
 
-Your-Customer
 
(KYC) and Anti-Money Laundering/Terrorist
 
Financing (AML/TF) policies and
standards, which
 
are designed
 
to provide
 
safeguards against,
 
inter alia,
 
fraud and
 
cooperation
 
with clients
 
with increased
financial crime risk (i.e. risk of involvement
 
in money laundering and terrorist
 
financing).
Within the scope of customer KYC profiling, Eurobank applies enhanced due diligence measures upon establishing a business
relationship and
 
when carrying
 
out transactions
 
with natural
 
or legal persons/entities who
 
are classified as
 
high-risk as per
Eurobank’s relevant
 
internal processes.
Climate Risk Stress Test
 
Framework
The
 
Framework
 
provides
 
a transparent
 
and repeatable
 
process
 
for
 
designing and executing
 
the
 
climate risk
 
stress test,
 
as
well as for reporting
 
and evaluating stress test outcomes and determining
 
management actions.
For more information,
 
please refer to
Consolidated Pillar 3 Report - 11.1.3 Risk Management
 
and
TCFD Report-
 
Sustainability
Risk Management Tools
 
& Processes
.
Actions related to the integration
 
of sustainability in risk management [MDR-A]
The Group has developed the following processes and tools for the monitoring and management of
 
sustainability risks. These
processes have been embedded into the
 
Group’s operating
 
model and are performed
 
on an ongoing basis in the context of
continuous sustainability risk management:
Risk Identification and Materiality Assessment
 
(RIMA) process
The Risk Identification and Materiality Assessment (RIMA) process sets the appropriate mechanisms to identify, measure and
monitor risks at
 
an early
 
stage, as well
 
as to manage
 
their potential
 
impact on the
 
achievement
 
of the
 
Group’s
 
objectives.
Through the
 
RIMA process, the Group
 
identifies material risks that could potentially have a significant adverse
 
impact on its
financials, capital base, liquidity position or business model, as well
 
as any exposure to possible emerging risks.
As sustainability risks
 
interact with other risks and result in direct
 
distributional impacts and indirect
 
macroeconomic impacts,
the
 
Group
 
understands
 
that
 
careful
 
consideration
 
of
 
the
 
cross-cutting
 
nature
 
thereof
 
is
 
necessary
 
to
 
ensure
 
the
 
optimal
implementation
 
of adaptation
 
activities. As
 
such, the
 
Group
 
considers
 
sustainability risks
 
as drivers
 
of existing
 
risk types,
undertaking
 
a
 
holistic
 
and
 
systemic
 
approach
 
when
 
examining
 
the
 
complex
 
links
 
between
 
sustainability
 
risks
 
and
 
both
financial
 
and
 
non-financial
 
risks.
 
Eurobank
 
has
 
integrated
 
sustainability
 
risk
 
elements
 
into
 
its
 
existing
 
risk
 
management
processes, creating additional
 
procedures, policies
 
and tools so that these risks can be properly
 
identified and measured.
Sustainability
Risk
Data
The
 
Group
 
recognises
 
the
 
importance
 
of
 
relevant
 
and
 
reliable
 
data
 
for
 
the
 
provision
 
of
 
meaningful
 
insights,
 
suitable
 
for
decision-making purposes. Having already performed an assessment of sustainability data availability in its internal systems
against
 
regulatory
 
requirements/expectations,
 
the
 
Group
 
continues
 
to
 
enhance
 
its
 
sustainability
 
risk
 
data
 
aggregation
capabilities and
 
IT infrastructure
 
accordingly,
 
while also using
 
appropriate
 
controls
 
and safeguards
 
to ensure
 
the accuracy
and
 
completeness
 
of
 
the
 
compiled
 
information.
 
The
 
Group
 
seeks
 
to
 
further
 
improve
 
sustainability
 
risk
 
data
 
granularity
through allocating detailed roles and responsibilities, for the purposes of
 
sustainability data management and implementing
approaches for
 
addressing data needs
 
(i.e. engaging with external
 
data providers,
 
developing methodological
 
approaches
for estimating required
 
information).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROBANK ERGASIAS SERVICES AND HOLDINGS S.A.
REPORT OF THE DIRECTORS / SUSTAINABILITY STATEMENT
 
64
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Page
 
Risk appetite
The
 
Group
 
articulates its
 
risk appetite
 
through
 
a set
 
of qualitative
 
and quantitative
 
statements with
 
respect to,
 
inter alia,
solvency,
 
liquidity, profitability,
 
asset quality and
 
other
 
areas related
 
to material
 
risks. The
 
purpose of these
 
indicators and
thresholds
 
is
 
to
 
facilitate
 
the
 
assessment
 
of
 
whether
 
the
 
Group
 
is
 
operating
 
within
 
its
 
defined
 
risk
 
appetite
 
levels.
 
The
outcome of
 
this process
 
is the
 
Risk Appetite
 
Statements (RAS)
 
document, whereas
 
the principles,
 
process
 
and governance
aspects related to the
 
RAS are outlined
 
in the Risk
 
Appetite Framework (RAF). The RAS are complemented
 
by a set
 
of Business
Line Statements (BLS), which constitute operational
 
metrics (and limits) at the business level
 
where the risks are
 
undertaken.
Moody’s Risk Analyst (MRA) model
The Group’s MRA Model assesses the CIB borrowers’
 
credit profile based on qualitative and quantitative criteria. Specifically,
the “Risk of Adverse Events” criterion assesses a client’s vulnerability to adverse developments or business interruptions, fines,
litigation and negative publicity, stemming, among others,
 
from environmental parameters
 
and social issues (e.g. health and
safety of customers).
Climate Risk Scorecard
In line
 
with leading
 
market practices,
 
as well
 
as taking
 
into account
 
supervisory requirements/expectations
 
with regard
 
to
establishing an approach for further assessing clients with
 
higher climate risk exposure, the Group has
 
developed the Climate
Risk Scorecard for
 
considering climate-related and environmental
 
risks.
In this context, an assessment
 
process based
 
on the Climate
 
Risk Scorecard
 
is performed
 
for all new
 
financing transactions,
limit increases and limit renewals (existing and new clients), initially applied to the Group’s
 
Corporate & Investment Banking
(CIB)
 
portfolio.
 
The
 
Climate
 
Risk
 
Scorecard
 
comprises
 
a
 
modular
 
questionnaire
 
which
 
includes
 
targeted
 
climate
 
risk
 
and
sustainable financing related questions, both qualitative and quantitative, capturing the following key dimensions: transition
risk, taxonomy aligned activities,
 
physical risk, sustainable financing, emissions,
 
strategy,
 
climate & environmental
 
incidents,
transition-green technology.
 
Interbank ESG Questionnaire
In recent years, the banking sector has faced
 
increased regulatory focus on ESG matters. Banks are now required
 
to improve
their credit
 
risk assessment
 
processes
 
to better
 
identify and evaluate
 
climate-related
 
and environmental
 
risks. In response,
the Hellenic
 
Bank Association
 
(HBA) and
 
major Greek
 
banks have
 
launched an
 
initiative
 
to create
 
a unified
 
Interbank ESG
Questionnaire
 
for
 
their
 
clients. This
 
questionnaire
 
aims to
 
standardize the
 
assessment
 
of ESG
 
factors
 
across
 
Greek banks,
ensuring compliance with regulatory expectations and international guidelines (e.g., EBA Guidelines, ECB's
 
climate risk guide,